(03a) ZICO Offer Document (Clean) PDF

ZICO HOLDINGS INC.
ABOUT ZICO HOLDINGS INC.

Together with the ZICOlaw Network,
ZICO has presence across 8 out of 10
ASEAN countries
We are an integrated network of

professional service firms focused on the
ASEAN region, providing advisory and
transactional services, management and
support services, and licensing services.
Through our multidisciplinary services,
regional capabilities and local insights, we
enable our clients ranging from governments
and government-linked companies, law
firms, private and public listed companies,
multinational corporations to high net worth
individuals to capitalise on opportunities
across Southeast Asia.
Myanmar
Lao PDR
Thailand
Cambodia
Vietnam
Malaysia
(including Labuan)
Singapore
Indonesia
(Company Registration No.: LL07968)

(Incorporated in Labuan on 9 December 2010)
OUR BUSINESS SEGMENTS

ZICO Holdings Inc.
INTEGRATED PROVIDER
OF MULTIDISCIPLINARY
PROFESSIONAL SERVICES
ADVISORY & TRANSACTIONAL

SERVICES
Placement of 48,000,000 Placement Shares at S$0.30 for each Placement Share,

payable in full on application
OFFER DOCUMENT DATED 30 OCTOBER 2014
(Registered by the Singapore Exchange Securities Trading Limited (the SGXST) acting as agent on behalf of the Monetary Authority of Singapore (the
Authority) on 30 October 2014).

8 Robinson Road
#03-00 ASO Building
Singapore 048544
http://www.zicoholdings.com
of profitability and there is no assurance that there will be a liquid market in

the Shares traded on Catalist. You should be aware of the risks of investing
in such companies and should make the decision to invest only after careful
consideration and, if appropriate, consultation with your professional adviser(s).
This offer is made in or accompanied by an offer document (the Offer

Document) that has been registered by the SGX-ST, acting as agent on behalf
of the Authority on 30 October 2014. The registration of this Offer Document by
the SGX-ST, acting as agent on behalf of the Authority does not imply that the
Securities and Futures Act (Chapter 289) of Singapore, or any other legal or
regulatory requirements, or requirements under the SGX-STS listing rules, have
been complied with.
Neither the Authority nor the SGX-ST has examined or approved the contents
of this Offer Document. Neither the Authority nor the SGX-ST assumes any
responsibility for the contents of this Offer Document, including the correctness
of any of the statements or opinions made or reports contained in this Offer
Document. The SGX-ST does not normally review the application for admission
to Catalist but relies on the Sponsor confirming that the Company is suitable to
be listed and complies with the Catalist Rules (as defined herein). Neither the
Authority nor the SGX-ST has in any way considered the merits of the Shares
being offered for investment.
This document is important. If you are in any doubt as to the action

you should take, you should consult your legal, financial, tax or other
professional adviser(s).
We have not lodged this Offer Document in any other jurisdiction.
PrimePartners Corporate Finance Pte. Ltd. (the Sponsor) has made an

application to the SGX-ST for permission to deal in, and for quotation of, all
the ordinary shares (the Shares) in the capital of ZICO Holdings Inc. (the
Company) that are already issued, the new Shares which are the subject of
this Placement (the Placement Shares), the new Shares which may be issued
under the ZICO Holdings Performance Share Plan (the Performance Shares)
and the new Shares which may be issued upon the exercise of the options
granted under the ZICO Holdings Employee Share Option Scheme (the Option
Shares) on Catalist (as defined herein). Acceptance of applications will be
conditional upon, inter alia, issue of the Placement Shares and permission being
granted by the SGX-ST for the listing and quotation of all the existing issued
Shares, the Placement Shares, the Performance Shares and the Option Shares
on Catalist. Monies paid in respect of any application accepted will be returned
if the admission and listing do not proceed. The dealing in and quotation of the
Shares will be in Singapore dollars.
Companies listed on Catalist may carry higher investment risk when compared
with larger or more established companies listed on the Main Board of the
SGX-ST. In particular, companies may list on Catalist without a track record
Investing in our Shares involves risks which are described in the section
entitled RISK FACTORS of this Offer Document.
After the expiration of six (6) months from the date of registration of this
Offer Document, no person shall make an offer of Shares, or allot, issue or
sell any of the Shares, on the basis of this Offer Document; and no officer
or equivalent person or promoter of the Company will authorise or permit
the offer of any of the Shares or the allotment, issue or sale of any of the
Shares, on the basis of this Offer Document.
Sponsor, Issue Manager and Placement Agent
Legal Services
Offer legal services in Myanmar and Lao
PDR through our Subsidiary Law Firms
Shariah Advisory
Advise on Sukuk issuances, Islamic funds,
as well as on other Islamic capital market
products and instruments
Is an approved Shariah advisor and provider
of Shariah review and Shariah audit
services by the Central Bank of Malaysia
Provide key advisory services that include
advising regulatory authorities on Shariah
issues in law reform to facilitate Islamic
finance, advising and monitoring of
Shariah compliance funds and structuring
and advising on Islamic capital market
instruments
(Company Registration No.: 200207389D)

(Incorporated in the Republic of Singapore)
LICENSING
SERVICES
Regional
Management
Business
Support
Strategic advisory
Market intelligence
Business relations
Public sector relations
Risk management
Accounting, finance and

budgeting
Information technology
Human resource
Knowledge management
and training
Business development
and corporate
communications
Licensing of
the ZICO ,
ZICOlaw and
ZICOlaw Trusted
Business Advisor
trademarks
Business Agreements
Trust Services
Carry out trust company business in Labuan
International Banking and Financial Centre
Provide trust services in Singapore
Corporate Services

Provide incorporation and corporate
secretarial services in Malaysia (including
Labuan)
Consulting Services
PrimePartners Corporate Finance Pte. Ltd.
MANAGEMENT &
SUPPORT SERVICES

Offer strategic advice on business and
governmental issues in the ASEAN region
Cross-promotion
and integration of
services
ZICOlaw Network
Roosdiono & Partners*
Sok Siphana & Associates*
Zaid Ibrahim & Co*
ZICOlaw Sabah*
ZICOlaw Sarawak*
ZICOlaw Singapore*
ZICOlaw Thailand*
ZICOlaw Vietnam*
^
We provide legal services
only to the extent permitted
in the relevant jurisdictions.
In
other
jurisdictions,
we cooperate with and
support independent and
autonomous
law
firms
who are members of
the
ZICOlaw
Network,
in compliance with local
professional regulations.
*
These members of the
ZICOlaw Network are legally
separate from our Group.
ZICO HOLDINGS INC.

ASEAN countries

Myanmar
Lao PDR
Thailand
Cambodia
Vietnam
Malaysia
(including Labuan)
Singapore
Indonesia


ZICO Holdings Inc.
INTEGRATED PROVIDER

SERVICES


8 Robinson Road
#03-00 ASO Building
Singapore 048544


been complied with.


Legal Services
Shariah Advisory
instruments

LICENSING
SERVICES
Regional
Management
Business
Support
Strategic advisory
Market intelligence
Business relations
Risk management

budgeting
Human resource
and training
and corporate
communications
Licensing of
the ZICO ,
ZICOlaw and
ZICOlaw Trusted
Business Advisor
trademarks
Business Agreements
Trust Services
Corporate Services

Labuan)
Consulting Services
MANAGEMENT &
SUPPORT SERVICES

Cross-promotion
and integration of
services
ZICOlaw Network
Zaid Ibrahim & Co*
ZICOlaw Sabah*
ZICOlaw Sarawak*
ZICOlaw Singapore*
ZICOlaw Thailand*
ZICOlaw Vietnam*
^
In
other
jurisdictions,
autonomous
law
firms
who are members of
the
ZICOlaw
Network,
*
COMPETITIVE STRENGTHS
Focused Market
Positioning
Augments existing regional presence
with that of the ZICOlaw Network to
extend our reach to 15 cities across 8
countries in Southeast Asia

Occupies a unique market position
in between both domestic and
international professional services
firms to compete against:
Domestic firms in terms of our regional
expertise and network reach
International firms in terms of cost
efficiency and local insights
Multidisciplinary
Services, Integrated
Solutions
Multidisciplinary
professional
services that can be integrated to
create customised solutions for a
wider range of clients and situations
PROSPECTS
Barriers to Entry
Reputable Brands
Professional qualifications, regulatory

licensing requirements and restrictions
in
each
jurisdiction,
existing
infrastructure and established working
relationships with clients
The
ZICO,
ZICOlaw
and
ZICOlaw Trusted Business Advisor
trademarks have leveraged on the
goodwill and reputation of Zaid
Ibrahim & Co, built over 25 years
Application process for professional

licences is rigorous and licencees
are subject to on-going regulation
Innovative Business
Model
Regional Management
Experience and Expertise

Capitalises on the strengths of
both the partnership model of law
firms and the corporate structure of
companies
A regional management team

consisting of our Executive Directors
who have, in aggregate, more than
70 years of experience in the
professional services industry

Centralised core management and
support functions to generate cost
and operational efficiencies through
economies of scale and scope

Supported by our Directors and a
team of advisors and senior partners
in the ZICOlaw Network who have
extensive experience of working
in their respective countries and
in the region
Re-emergence of Multidisciplinary
Practices (MDPs)
Disruptive innovation in the legal

services industry
Globalisation of commerce, technological developments and

increasing client demand for a more holistic range of services
have resulted in a shift towards MDPs and introduction of
legal business structures that permit MDPs and investment
by persons other than lawyers
Various alternative legal business models have gained

prominence in recent years including the offering of legal
process outsourcing, legal advisory outsourcing and legal
insourcing
Leverage on the re-emergence of MDPs and the anticipated

shift in client demand towards integrated services
Such legal innovation represents a distinct opportunity for

growth beyond the traditional legal services market
Promising economic outlook in

Liberalisation of legal services
Southeast Asia
market and introduction of
GDP for the ASEAN region is forecasted to increase by 5.0%
Alternative Business Structures (ABS)
in 2014 and 5.3% in 2015
The legal services markets in a number of countries in
Southeast Asia are now being liberalised, allowing for the
entry of foreign law firms
The ASEAN economy is projected to increase from about

US$2 trillion in 2013 to more than US$3 trillion in 2019
Various jurisdictions, including the UK and Singapore have

allowed for, or are considering, the introduction of ABS to
permit greater participation of non-lawyers and the provision
of multidisciplinary solutions within one entity
The introduction of the ASEAN Economic Community in

2015 is expected to accelerate domestic growth, regional
trade and foreign investments, which will in turn generate
demand for the regional capabilities and services of our
Group
These developments present opportunities to invest in

expanding and integrating the legal services capabilities of
our Group
Less reliant on external third parties

for sourcing professional capabilities
to provide cost-effective and timely
solutions, while cross-selling our
strengths in the different service
sectors to a wider pool of clients

Advisory & Transactional Services
Management & Support Services
Strengthening our
Overseas Presence
Licensing Services
17.5%
30.4%
REVENUE BREAKDOWN
BY BUSINESS SEGMENT
HY2013
HY2014
Enhancing our
Range of Services
36.5%
69.6%
FINANCIAL HIGHLIGHTS
Revenue
Pre-tax Profit & Pre-tax Profit Margin
(RM 'million)
(RM 'million)
To diversify our range of professional

services, which may be through mergers
and acquisitions, joint ventures, strategic
alliances, or start-ups to attract a wider
range of clients
CAGR: 56.6%
Unaudited (Half Year)
CAGR: 46.9%
67.5%
59.6%

54.1%
56.0%
50.4%
19.2
12.6
8.9
FY2011
8.2
FY2012
FY2013
Revenue
13.0
17.6
HY2013
HY2014
5.3
7.0
FY2011
FY2012
9.5
4.1
FY2013
Pre-tax Profit
To expand the provision of our

professional services to other
geographical areas where such services
can be replicated and the risk of such
expansion contained
46.0%
HY2013
Pre-tax Profit Margin
HY2014
Enhancement of
Support Systems
To enhance our support infrastructure,
including human resources, business
support services, knowledge
management and training, marketing
and business development, client
relationship management and
information technology
To capitalise on our regional network and

relationships with existing clients to rapidly
achieve economies of scale
and scope
FUTURE
PLANS
Expanding the
ZICOlaw Network
To expand the ZICOlaw Network by
licensing the ZICOlaw and ZICOlaw
Trusted Business Advisor trademarks
To provide regional management and
support services to suitable law firms in
jurisdictions where we do not currently
have a presence
To consider providing business support
services as external services to entities
outside the ZICOlaw Network
Focused Market
Positioning

Multidisciplinary
Solutions
Multidisciplinary
professional
PROSPECTS
Barriers to Entry
Reputable Brands

in
each
jurisdiction,
existing
The
ZICO,
ZICOlaw
and

Innovative Business
Model
Regional Management

companies



in the region
Practices (MDPs)

services industry


insourcing



Southeast Asia
in 2014 and 5.3% in 2015



Group

our Group


Strengthening our
Overseas Presence
Licensing Services
17.5%
30.4%
REVENUE BREAKDOWN
BY BUSINESS SEGMENT
HY2013
HY2014
Enhancing our
Range of Services
36.5%
69.6%
Revenue
(RM 'million)
(RM 'million)

range of clients
CAGR: 56.6%
CAGR: 46.9%
67.5%
59.6%

54.1%
56.0%
50.4%
19.2
12.6
8.9
FY2011
8.2
FY2012
FY2013
Revenue
13.0
17.6
HY2013
HY2014
5.3
7.0
FY2011
FY2012
9.5
4.1
FY2013
Pre-tax Profit

expansion contained
46.0%
HY2013
HY2014
Enhancement of
Support Systems

and scope
FUTURE
PLANS
Expanding the
ZICOlaw Network
have a presence
TABLE OF CONTENTS
CORPORATE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
GLOSSARY OF TECHNICAL TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19
CAUTIONARY NOTE ON FORWARD LOOKING STATEMENT . . . . . . . . . . . . . . . . . . . .
20
SELLING RESTRICTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22
DETAILS OF THE PLACEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
23
LISTING ON CATALIST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
23
INDICATIVE TIMETABLE FOR LISTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29
OFFER DOCUMENT SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31
OUR COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31
OUR BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31
SUMMARY OF OUR FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
32
OUR COMPETITIVE STRENGTHS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
33
OUR BUSINESS STRATEGIES AND FUTURE PLANS . . . . . . . . . . . . . . . . . . . . . . . . .
35
OUR CONTACT DETAILS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
36
EXCHANGE RATES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
37
THE PLACEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
39
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
40
RISKS RELATING TO OUR BUSINESS AND THE INDUSTRY . . . . . . . . . . . . . . . . . . .
40
RISKS RELATING TO AN INVESTMENT IN OUR SHARES . . . . . . . . . . . . . . . . . . . . .
49
ISSUE STATISTICS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
54
USE OF PROCEEDS AND LISTING EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
56
DIVIDEND POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
58
SHARE CAPITAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
60
SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
65
SHAREHOLDING AND OWNERSHIP STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . .
65
PRE-IPO INVESTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
68
SIGNIFICANT CHANGES IN PERCENTAGE OF OWNERSHIP. . . . . . . . . . . . . . . . . . .
69
MORATORIUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
69
TABLE OF CONTENTS
DILUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
73
RESTRUCTURING EXERCISE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
75
GROUP STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
76
SELECTED CONSOLIDATED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . .
79
MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND

FINANCIAL POSITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
82
OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
82
RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
87
REVIEW OF PAST PERFORMANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
89
REVIEW OF FINANCIAL POSITION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
95
LIQUIDITY AND CAPITAL RESOURCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
102
CAPITAL EXPENDITURE AND DIVESTMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
105
FOREIGN EXCHANGE MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
106
SEASONALITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
109
INFLATION OR DEFLATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
109
SIGNIFICANT CHANGES IN ACCOUNTING POLICIES. . . . . . . . . . . . . . . . . . . . . . . . .
109
CAPITALISATION AND INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
111
WORKING CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
114
GENERAL INFORMATION ON OUR GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
115
HISTORY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
115
BUSINESS OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
118
MARKETING AND BUSINESS DEVELOPMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
127
OUR MAJOR CLIENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
128
OUR MAJOR SUPPLIERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
129
CREDIT MANAGEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
129
INVENTORY MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
131
QUALITY MANAGEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
131
COMPETITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
133
COMPETITIVE STRENGTHS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
134
INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
137
INTELLECTUAL PROPERTY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
138
LICENCES, PERMITS, APPROVALS, CERTIFICATIONS AND GOVERNMENT

REGULATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
158
PROPERTIES AND FIXED ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
169
TABLE OF CONTENTS
PROSPECTS, BUSINESS STRATEGIES AND FUTURE PLANS . . . . . . . . . . . . . . . . . . .
172
PROSPECTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
172
BUSINESS STRATEGIES AND FUTURE PLANS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
176
ORDER BOOK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
177
TREND INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
177
INTERESTED PERSON TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
179
PAST INTERESTED PERSON TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
179
ON-GOING INTERESTED PERSON TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . .
182
GUIDELINES AND REVIEW PROCEDURES FOR ON-GOING AND FUTURE

INTERESTED PERSON TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
183
POTENTIAL CONFLICTS OF INTEREST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
185
DIRECTORS, MANAGEMENT AND STAFF . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
188
DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
188
EXECUTIVE OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
195
MANAGEMENT REPORTING STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
197
EMPLOYEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
198
DIRECTORS AND EXECUTIVE OFFICERS REMUNERATION . . . . . . . . . . . . . . . . . .
199
SERVICE AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
200
OPTIONS GRANTED TO SELECTED INDIVIDUALS . . . . . . . . . . . . . . . . . . . . . . . . . . .
203
THE ZICO HOLDINGS PERFORMANCE SHARE PLAN . . . . . . . . . . . . . . . . . . . . . . . . .
204
THE ZICO HOLDINGS EMPLOYEE SHARE OPTION SCHEME . . . . . . . . . . . . . . . . . . .
214
CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
222
PURCHASE BY OUR COMPANY OF OUR OWN SHARES . . . . . . . . . . . . . . . . . . . . . . .
225
TAKE-OVERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
226
SUBSTANTIAL SHAREHOLDING DISCLOSURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
227
ATTENDANCE AT GENERAL MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
228
EXCHANGE CONTROLS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
229
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
231
CLEARANCE AND SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
238
GENERAL AND STATUTORY INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
239
APPENDIX A INDEPENDENT AUDITORS REPORT AND AUDITED CONSOLIDATED

FINANCIAL STATEMENTS OF ZICO HOLDINGS INC. AND ITS SUBSIDIARIES FOR
THE FINANCIAL YEARS ENDED 31 DECEMBER 2011, 2012 AND 2013 . . . . . . . . . . . .
A-1
TABLE OF CONTENTS
APPENDIX B INDEPENDENT AUDITORS REVIEW REPORT AND UNAUDITED
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF ZICO
HOLDINGS INC. AND ITS SUBSIDIARIES FOR THE FINANCIAL PERIOD FROM
1 JANUARY 2014 TO 30 JUNE 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
B-1
APPENDIX C INDEPENDENT AUDITORS ASSURANCE REPORT AND UNAUDITED

PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF ZICO HOLDINGS INC.
AND ITS SUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2013
AND THE FINANCIAL PERIOD FROM 1 JANUARY 2014 TO 30 JUNE 2014. . . . . . . . .
C-1
APPENDIX D COMPARISON BETWEEN SINGAPORE COMPANIES LAW AND

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

APPENDIX 4C OF THE CATALIST RULES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
G-1
APPENDIX H RULES OF THE ZICO HOLDINGS PERFORMANCE SHARE PLAN . . .
H-1
APPENDIX I RULES OF THE ZICO HOLDINGS EMPLOYEE SHARE OPTION

SCHEME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
I-1
APPENDIX J TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND

ACCEPTANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
J-1
CORPORATE INFORMATION
BOARD OF DIRECTORS
Ng Quek Peng (Independent Chairman)

Chew Seng Kok (Managing Director)
Robert Liew (Executive Director)
Kelvin Ng (Executive Director)
Stephen A. Maloy (Non-Executive Non-Independent
Director)
Chew Liong Kim (Independent Director)
John Lim (Independent Director)
COMPANY SECRETARY
ZICO Secretarial Limited

(formerly known as ZICOlaw Secretarial Ltd)
REGISTERED OFFICE
Unit Level 13(A), Main Office Tower,

Financial Park Labuan, Jalan Merdeka,
87000 Federal Territory of Labuan, Malaysia
SINGAPORE SHARE
REGISTRAR AND SHARE
TRANSFER OFFICE
Tricor Barbinder Share Registration Services

(a division of Tricor Singapore Pte. Ltd.)
80 Robinson Road
#02-00
Singapore 068898
SPONSOR, ISSUE MANAGER

AND PLACEMENT AGENT

20 Cecil Street
#21-02 Equity Plaza
Singapore 049705
INDEPENDENT AUDITORS
AND REPORTING
ACCOUNTANTS
BDO LLP
Public Accountants and Chartered Accountants
21 Merchant Road #05-01
Singapore 058267
Partner-in-charge: Leong Hon Mun Peter
(a member of the Institute of Singapore Chartered
Accountants)
MALAYSIAN FINANCIAL
ADVISER TO
ZICO MALAYSIA SDN. BHD.
cfSolutions Sdn. Bhd.

1st Floor, Wisma LTC,
333-1 Jalan Pahang, Setapak,
53000 Kuala Lumpur, Malaysia
SOLICITORS TO THE
PLACEMENT AND LEGAL
ADVISER TO OUR COMPANY
ON SINGAPORE LAW
Drew & Napier LLC

10 Collyer Quay
#10-01 Ocean Financial Centre
Singapore 049315
LEGAL ADVISER TO OUR

COMPANY ON LABUAN AND
MALAYSIAN LAW
Foong & Partners

13-1 Menara 1MK, Kompleks 1 Mont Kiara,
No. 1 Jalan Kiara, Mont Kiara,
50480 Kuala Lumpur, Malaysia
CORPORATE INFORMATION
LEGAL ADVISER TO
OUR COMPANY ON
MYANMAR LAW
Myanmar Premier International Law Office Limited

No. 6(A), 2nd Floor
Natmauk Road
Tamwe Township
Yangon, Myanmar

COMPANY ON INDONESIAN
LAW
Arfidea Kadri Sahetapy Engel Tisnadisastra

The Plaza Office Tower 29th Floor Unit A2
Jl. M.H. Thamrin Kav. 28-30
Jakarta 10350
Indonesia
LEGAL ADVISER TO
OUR COMPANY ON
LAOS LAW
Lao Premier International Law Office

Lao Securities Exchange, 7th Floor
T4 Road, Phonthan Neua
Saysettha District, Vientiane

COMPANY ON BRITISH
VIRGIN ISLANDS LAW
Conyers Dill & Pearman Pte. Ltd.

9 Battery Road
#20-01 Straits Trading Building
Singapore 049910
PRINCIPAL BANKER
Malayan Banking Berhad

2 Battery Road
#16-01 Maybank Tower
Singapore 049907
RECEIVING BANKER
The Bank of East Asia, Limited

Singapore Branch
60 Robinson Road
BEA Building
Singapore 068892
DEFINITIONS
In this Offer Document and the accompanying Application Forms, unless the context otherwise
requires, the following definitions apply throughout where the context so admits:
Companies within our Group
Allshores Trust
Allshores Trust (Singapore) Pte. Ltd., a subsidiary in which we

have a shareholding interest of 51%
ASEAN Advisory
ASEAN Advisory Pte. Ltd. (formerly known as ZICOlaw

Advisory Pte. Ltd.), our wholly-owned subsidiary
Company or ZICO
Holdings
ZICO Holdings Inc. (formerly known as ZICOlaw Holdings

Inc.) The terms we, our, our Company or us have
correlative meanings
GASB
Goldfield Alliance Sdn. Bhd., our Associated Company
Group
Our Company and our subsidiaries
Subsidiary Law Firms
Law firms which are our wholly-owned subsidiaries,

comprising Vientiane Law and ZICOlaw Myanmar
Sunflower Villa
Sunflower Villa Sdn. Bhd., our Associated Company
Vientiane Law
Vientiane Law Co, Ltd., a law firm in Lao PDR which is part of
the ZICOlaw Network and is a subsidiary in which we have a
shareholding interest of 70%
ZICO Consultancy (L)
ZICO Consultancy Limited (formerly known as ZICOlaw

Consultancy Limited and ZI Consultancy (L) Ltd), our
wholly-owned subsidiary
ZICO Consultancy SB
ZICO Consultancy Sdn. Bhd. (formerly known as ZICOlaw

Consultancy Sdn. Bhd. and ZI Consultancy Sdn. Bhd.), our
ZICO Corporate Services
ZICO Corporate Services Sdn. Bhd. (formerly known as

ZICOlaw Corporate Services Sdn. Bhd. and ZI Corporate
Services Sdn. Bhd.), our wholly-owned subsidiary
ZICO Indonesia
PT Zicolaw Indonesia, our wholly-owned subsidiary
ZICO International
ZICO International Corporation (formerly known as ZICOlaw

International Corporation and ZI International Corporation),
our wholly-owned subsidiary
ZICO IP
ZICO IP Inc. (formerly known as ZICOlaw IP Inc.), our

DEFINITIONS
ZICO Malaysia
ZICO Malaysia Sdn. Bhd. (formerly known as ZICOlaw Sdn.

Bhd.), our wholly-owned subsidiary
ZICO Partnership
ZICO (Labuan) LLP, a partnership in which we have 100%

shareholding interest through a 10% interest held by ZICO
International and a 90% interest held by ZICO Malaysia
ZICO RMC
ZICO RMC Pte. Ltd. (formerly known as ZICOlaw RMC Pte.

Ltd.), our wholly-owned subsidiary
ZICO Secretarial (L)
ZICO Secretarial Limited (formerly known as ZICOlaw

Secretarial Limited), our wholly-owned subsidiary
ZICO Secretarial SB
ZICO Secretarial Services Sdn. Bhd. (formerly known as Zaid

Ibrahim Secretarial Services Sdn. Bhd.), our wholly-owned
subsidiary
ZICO Shariah
ZICO Shariah Advisory Services Sdn. Bhd. (formerly known

as ZICOlaw Shariah Advisory Services Sdn. Bhd.), our
ZICO Trust
ZICO Trust Limited (formerly known as ZICOlaw Trust

Limited), our wholly-owned subsidiary
ZICOlaw Myanmar
ZICOlaw Myanmar Ltd., a law firm in Myanmar and our

wholly-owned subsidiary which is part of the ZICOlaw
Network
Other Companies, Organisations and Agencies

Authority
Monetary Authority of Singapore
CDP or Depository
The Central Depository (Pte.) Limited
cfSolutions or Malaysian
Financial Adviser
cfSolutions Sdn. Bhd.
CPF
The Central Provident Fund
EY
Ernst & Young LLP
Issue Manager,
Sponsor, Placement
Agent or PPCF
LPL
Leandar Pte. Ltd.
PwC
PricewaterhouseCoopers
DEFINITIONS
Roosdiono & Partners
Roosdiono & Partners, a law firm in Indonesia which forms

part of the ZICOlaw Network
Securities Commission
Securities Commission of Malaysia
SGX-ST or Exchange
Singapore Exchange Securities Trading Limited
Share Registrar
Tricor Barbinder Share Registration Services
Sok Siphana &

Associates
Sok Siphana & Associates, a law firm in Cambodia which

forms part of the ZICOlaw Network
Zaid Ibrahim & Co
Zaid Ibrahim & Co, a law firm in Malaysia which forms part of
the ZICOlaw Network
ZICOlaw Network
The network of law firms that have entered into the Licence
Agreement, namely Zaid Ibrahim & Co, ZICOlaw Singapore,
ZICOlaw Thailand, ZICOlaw Vietnam, ZICOlaw Sabah,
ZICOlaw Sarawak, Sok Siphana & Associates, Roosdiono &
Partners, ZICOlaw Myanmar and Vientiane Law as at the
Latest Practicable Date
ZICOlaw Sabah
ZICOlaw Sabah, a law firm in Kota Kinabalu, Malaysia which

forms part of the ZICOlaw Network
ZICOlaw Sarawak
ZICOlaw & Co., a law firm in Kuching, Malaysia which forms

ZICOlaw Singapore
ZICOlaw Singapore Pte. Ltd., an offshore law firm in

Singapore which forms part of the ZICOlaw Network
ZICOlaw Thailand
ZICOlaw (Thailand) Ltd., a law firm in Thailand which forms

ZICOlaw Vietnam
ZICOlaw (Vietnam) Ltd., a law firm in Vietnam which forms

Advisory and
Transactional Services
Legal services, Shariah advisory, trust advisory, corporate

services and consulting services provided by our Group and
as more particularly described in the section entitled General
Information on Our Group Business Overview of this Offer
Document
Advisory and
Transactional Services
Segment
The business segment of our Group that carries out Advisory

and Transactional Services
General
DEFINITIONS
Application Forms
The printed application forms to be used for the purpose of the

Placement and which form part of this Offer Document
Application List
The list of applications for the subscription of the Placement

Shares
Articles or Articles of
Association
The articles of association of our Company, as amended or

modified from time to time
ASEAN
Association of Southeast Asian Nations
Associate
(a)
In relation to any director, chief executive officer,

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

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

together (directly or indirectly) have an interest of
30.0% or more of the total votes attached to all the
voting shares;
(b)
in relation to a substantial shareholder or a controlling

shareholder (being a company) means any other
company which is its subsidiary or holding company or is
a subsidiary of any such holding company or one in the
equity of which it and/or such other company or
companies taken together (directly or indirectly) have an
interest of 30% or more of the total votes attached to all
the voting shares
Associated Company
In relation to a company, means a company in which at least

20% but not more than 50% of its shares are held by the first
mentioned company
Audit Committee
The audit committee of our Company as at the date of this

Offer Document
Award
The awards which may be granted pursuant to the ZICO

Holdings Performance Share Plan
Board or Board of
Directors
The board of Directors of our Company as at the date of this

Offer Document
10
DEFINITIONS
BVI
British Virgin Islands
Business Agreements
means the following agreements executed between our Group

and members of the ZICOlaw Network:
(a)
the Licence Agreement;
(b)
the Master Service Agreement; and
(c)
the Regional Management Agreement
Capital Markets and

Services Act
Capital Markets and Services Act 2007 of Malaysia, as

amended, supplemented or modified from time to time
Catalist
The sponsor-supervised listing platform of the SGX-ST
Catalist Rule or Catalist

Rules
Any or all of the rules in the SGX-ST Listing Manual Section

B: Rules of Catalist, as the case may be
Controlling Shareholder
As defined in the Catalist Rules:

(a)
a person who holds directly or indirectly an interest of

15.0% or more of the total votes attached to all the voting
shares in our Company (unless otherwise determined by
the SGX-ST); or
(b)
a person who in fact exercises control over our Company
Director
A director of our Company as at the date of this Offer

Document
Entity at Risk
(a)
Our Company;
(b)
A Subsidiary of our Company that is not listed on the

SGX-ST or an approved exchange; or
(c)
an Associated Company that is not listed on the SGX-ST

or an approved exchange, provided that our Group or our
Group and our Interested Person(s), has control over the
Associated Company
EPS
Earnings per Share
Executive Directors
The executive directors of our Company as at the date of this

Offer Document
11
DEFINITIONS
Executive Officers
The executive officers of our Company as at the date of this

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

December
GST
Goods and Services Tax
HY
Half year ended or, as the case may be, ending 30 June
IFRS
International Financial Reporting Standards
Independent Directors
The independent, Non-executive Directors of our Company as

at the date of this Offer Document
Interested Person
(a)
A director, chief executive officer

Shareholder of our Company; or
(b)
An Associate of any such director, chief executive officer

or Controlling Shareholder
or
Controlling
Interested Person
Transaction
Means a transaction between an Entity at Risk and an

Interested Person
Labuan Companies Act
The Labuan Companies Act 1990, as

supplemented or modified from time to time
Labuan Securities Act
The Labuan Financial Services and Securities Act 2010, as

amended, supplemented or modified from time to time
3 October 2014, being the latest practicable date for the

purposes of lodgement of this Offer Document with the
SGX-ST acting as agent on behalf of the Authority
Licence Agreement
The licence agreement which is prevailing at the relevant time

between ZICO IP and various counterparties for the use of,
among others the ZICO, ZICOlaw and/or ZICOlaw Trusted
Business Advisor trademarks
Licensing Services
Licensing of the ZICO, ZICOlaw and/or ZICOlaw Trusted

Business Advisor trademarks through our Group and as more
particularly described in the section entitled General
Information on Our Group Business Overview of this Offer
Document
12
amended,
DEFINITIONS
Licensing Services
Segment
The business segment of our Group that carries out Licensing

Services
Listing
The listing of our Company and quotation of our Shares on

Catalist
Listing Manual
The provisions of sections A and B of the listing manual of the

SGX-ST: Rules of as amended, supplemented or modified
from time to time
LPL Shares
The 1,000,000 new Shares issued and allotted by our

Company to LPL
Management Agreement
The full sponsorship and management agreement dated 30

October 2014 entered into between our Company and PPCF
pursuant to which PPCF agrees to sponsor and manage the
Listing as set out in the sections entitled Plan of Distribution
and General and Statutory Information Management and
Placement Arrangements of this Offer Document
Management and Support

Services
Regional management services and business support

services provided by our Group and as more particularly
described in the section entitled General Information on Our
Group Business Overview of this Offer Document
Management and Support

Services Segment
The business segment of our Group that carries out

Management and Support Services
Market Day
A day on which the SGX-ST is open for trading in securities
Master Service
Agreement
The support services agreement which is prevailing at the

relevant time between ZICO Consultancy SB, various
counterparties for the provision of accounting and finance and
budgeting, human resources, business development and
corporate communication, information technology, and
knowledge management and training services
NAV
Net asset value
Nominating Committee
The nominating committee of our Company as at the date of

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

Independent Directors) as at the date of this Offer Document
NTA
Net tangible assets
Offer Document
This offer document dated 30 October 2014 issued by our

Company in respect of the Placement
13
DEFINITIONS
Official List
The list of issuers maintained by the SGX-ST in relation to

Catalist
Option(s)
The share options which are granted to the Selected

Individuals and which may be granted pursuant to the ZICO
Holdings Employee Share Option Scheme
Option Shares
The new Shares which may be allotted and issued upon

exercise of the Options
PER
Price earnings ratio
Period Under Review
The period comprising FY2011, FY2012, FY2013 and HY2014
Placement
The placement of the Placement Shares by the Placement

Agent on behalf of our Company for subscription at the
Placement Price subject to and on the terms and conditions
set out in this Offer Document
Placement Agreement
The placement agreement dated 30 October 2014 entered

into between our Company and the Placement Agent pursuant
to which the Placement Agent shall procure subscriptions for
the Placement Shares at the Placement Price as set out in the
sections entitled Plan of Distribution and General and
Statutory Information Management and Placement
Arrangements of this Offer Document
Placement Price
S$0.30 for each Placement Share
Placement Shares
The 48,000,000 new Shares which are the subject of the

Placement
PPCF Shares

Company to PPCF as part of PPCFs management fees as the
Sponsor and Issue Manager
Pre-IPO Investors
Kek Chin Wu, Chun Kwong Pong, Leow Kar Hue and
Brownbear Holdings Limited
Pre-IPO New Shares

Company to Kek Chin Wu, Chun Kwong Pong and Leow Kar
Hue
Regional Management
Agreement
The regional management agreement which is prevailing at

the relevant time between ZICO RMC and various
counterparties for the provision of value-added services
including strategic advisory, market intelligence, business
relations, government relations and risk management
services
14
DEFINITIONS
Remuneration Committee
The remuneration committee of our Company as at the date of

this Offer Document
Restructuring Exercise
The restructuring exercise undertaken in connection with the

Listing as set out in the section entitled Restructuring
Exercise of this Offer Document
Securities Account
The securities account maintained by a Depositor with CDP

but does not include a securities sub-account
Securities and Futures

Act or SFA
The Securities and Futures Act (Chapter 289) of Singapore,

as amended, supplemented or modified from time to time
Selected Individuals
The directors and employees of our Company and our

subsidiaries who were granted Options under the ZICO
Holdings Employee Share Option Scheme as set out in the
section entitled Directors, Management and Staff Options
Granted to Selected Individuals of this Offer Document
Service Agreements
The service agreements entered into between our Company

and Chew Seng Kok, Robert Liew, Kelvin Ng, Adeline Cheah
and Paul Subramaniam as described in the section entitled
Directors, Management and Staff Service Agreements of
this Offer Document
SFR
Securities and Futures (Offers of Investments) (Shares and

Debentures) Regulations 2005 of Singapore, as amended,
SGXNET
Singapore Exchange Network, a system network used by

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

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

Sub-Division
The sub-division of each ordinary share in the existing issued

share capital of our Company into 200 ordinary shares
15
DEFINITIONS
Subscription Agreement
The subscription agreement entered into between our

Company and Kek Chin Wu, Chun Kwong Pong and Leow Kar
Hue pursuant to which Kek Chin Wu, Chun Kwong Pong and
Leow Kar Hue agreed to subscribe for the Pre-IPO New
Shares on the terms therein
Substantial Shareholders
Persons who have an interest not less than 5.0% of the total
votes attached to all the voting shares in our Company
TTM
Trailing 12-month period ended 30 June 2014
ZICO Holdings Employee

Share Option Scheme or
ESOS
The ZICO Holdings Employee Share Option Scheme,

approved by our Shareholders and implemented on 19
September 2014, the terms of which are set out in Appendix I
of this Offer Document
ZICO Holdings
Performance Share Plan
or PSP
The ZICO Holdings Performance Share Plan, approved by our

Shareholders and implemented on 19 September 2014, the
terms of which are set out in Appendix H of this Offer
Document
Currencies, Units and Others

% or per cent.
Per centum
AED
Arab Emirates Dirham
AUD
Australian dollars
EUR
Euros
IDR
Indonesian Rupiah
LAK
Lao Kip
MMK
Myanmar Kyat
RM and sen
Ringgit Malaysia and cents respectively
S$ and cents
Singapore dollars and cents respectively
sq ft
Square feet
THB
Thai Baht
US$ or US Dollar
United States dollars
VND
Vietnamese Dong
16
DEFINITIONS
For the purpose of this Offer Document, the following persons named in the second column below
are also known by the names set out in the first column:
Name used in this
Offer Document
Name in National Registration Identity Card
Adeline Cheah
Adeline Cheah Li Meng
John Lim
John Lim Yew Kong
Kelvin Ng
Ng Hock Heng
Paul Subramaniam
Paul Pararajasingam A/L Subramaniam
Robert Liew
Liew Foong Yuen
Stephen A. Maloy
Stephen Arthur Maloy
Viengsavanh
Viengsavanh Phanthaly
Any capitalised terms relating to the ZICO Holdings Performance Share Plan which are not
defined in this section of this Offer Document shall have the meanings ascribed to them as stated
in Appendix H of this Offer Document.
Any capitalised terms relating to the ZICO Holdings Employee Share Option Scheme which are
not defined in this section of this Offer Document shall have the meanings ascribed to them as
stated in Appendix I of this Offer Document.
The expressions associated entity, controlling interest-holder, related corporation, related
entity, subsidiary, subsidiary entity and substantial interest-holder shall have the meanings
ascribed to them respectively in the SFA, the SFR, the Singapore Companies Act and/or the
Catalist Rules, as the case may be.
The expressions Depositor, Depository Agent and Depository Register shall have the
meanings ascribed to them respectively in Section 130A of the Singapore Companies Act.
References in this Offer Document to Appendix or Appendices are references to an appendix or
appendices respectively to this Offer Document.
Any discrepancies in the tables included herein between the total sum of amounts listed and the
totals thereof are due to rounding. Accordingly, figures shown as totals in certain tables may not
be an arithmetic aggregation of the figures that precede them.
Words importing the singular shall, where applicable, include the plural and vice versa and words
importing the masculine gender shall, where applicable, include the feminine and neuter genders
and vice versa. References to persons shall include corporations.
Any reference in this Offer Document and the Application Forms to any statue or enactment is a
reference to that statue or enactment as for the time being amended or re-enacted.
17
DEFINITIONS
Any word defined under the Singapore Companies Act, the SFA, SFR or any statutory modification
thereof and used in this Offer Document and the Application Forms shall, where applicable, have
the meaning ascribed to it under the Singapore Companies Act, the SFA, SFR or any statutory
modification thereto, as the case may be.
Any reference in this Offer Document and the Application Forms to Shares being allotted to you
includes allotment to CDP for your account.
Any reference to a time of day in this Offer Document and the Application Forms is a reference to
Singapore time unless otherwise stated.
Any reference in this Offer Document to we, our, us or their other grammatical variations is
a reference to our Company, our Group, or any member of our Group, as the context requires.
Unless indicated otherwise, all information in this Offer Document assumes that the Selected
Individuals have not exercised their Options.
Unless we indicate otherwise, all information in this Offer Document is presented on the basis of
our Group.
18
GLOSSARY OF TECHNICAL TERMS

To facilitate a better understanding of the business of our Group, the following glossary provides
a description (which should not be treated as being definitive of their meanings) of some of the
technical terms and abbreviations commonly used in this Offer Document in relation to our
business and our industry. The terms and abbreviations and their assigned meanings may not
correspond to standard industry or common meanings or usage of these terms.
ABS
Legal service firms that allow non-lawyers to manage or have

an ownership-type interest in the firm. 1
MDP
Multidisciplinary practice. A partnership, professional

corporation, or other association or entity that includes
lawyers and non-lawyers and has as one, but not all of its
purposes the delivery of legal services to a client(s) other than
the MDP itself or that holds itself out to the public as providing
non-legal, as well as legal, services. 2
Retakaful
A form of Islamic reinsurance that operates on the Takaful

model.
Shariah
Islamic canonical law based on the teachings of the Koran and

the traditions of the prophet (Hadith and Sunna), prescribing
both religious and secular duties and sometimes retributive
penalties for lawbreaking.
Sukuk
An Islamic financial certificate, similar to a bond that complies

with Shariah law. The issuer of a sukuk sells to an investor the
certificate, who then rents it back to the issuer for a
predetermined rental fee. The issuer also makes a contractual
promise to buy back the certificate at a future date at par
value.
Takaful
A type of Islamic insurance, where members contribute money

into a pooling system in order to guarantee each other against
loss or damage. Takaful-branded insurance is based on
Shariah law.
This information was extracted from the Law Society website at http://www.lawsociety.org.uk/advice/practicenotes/alternative-business-structures/ accessed on 10 October 2014.
This information was extracted from the American Bar Association website at http://www.americanbar.org/groups/
professional_responsibility/commission_multidisciplinary_practice/ mdpreport.html which was accessed on
10 October 2014.
We have not sought the consent of the Law Society and the American Bar Association to the inclusion of the relevant
information extracted from the relevant websites and disclaim any responsibility in relation to reliance on these
statistics and information. As the Law Society and the American Bar Association have not consented to the inclusion
of the above information in this Offer Document for the purposes of section 249 of the SFA, they are therefore not
liable for the relevant information under section 253 and 254 of the SFA. While reasonable actions have been taken
by our Directors to ensure that the relevant statements from the relevant information are reproduced in their proper
form and context, and that the information is extracted accurately and fairly from the relevant websites or
publications, all other parties and ourselves have not conducted an independent review of the information contained
in the relevant websites or publications and have not verified the accuracy of the contents of the relevant
information.
19
CAUTIONARY NOTE ON FORWARD LOOKING STATEMENT

All statements contained in this Offer Document, statements made in press releases and oral
statements that may be made by us or our Directors, Executive Officers or employees acting on
our behalf, that are not statements of historical fact, constitute forward-looking statements. You
can identify some of these forward-looking statements by terms such as expects, believes,
plans, intends, estimates, anticipates, may, will, would and could or similar
expressions. However, you should note that these words or phrases are not the exclusive means
of identifying forward-looking statements. All statements regarding our expected financial
position, business strategies, plans and prospects are forward-looking statements.
These forward-looking statements, including without limitation, statements as to:
(a)
our revenue and profitability;
(b)
trends in demand and costs;
(c)
expected industry prospects and trend;
(d)
planned strategy and anticipated expansion plans; and
(e)
any other matters discussed in this Offer Document,
regarding matters that are not historical fact, are only predictions. These forward-looking
statements involve known and unknown risks, uncertainties and other factors that may cause our
actual results, performance or achievements to be materially different from any future results,
performance or achievements expected, expressed or implied by these forward-looking
statements. These risks, uncertainties and other factors include, inter alia, the following:
(i)
changes in political, social and economic conditions, the regulatory environment, laws and
regulations and interpretation thereof in the jurisdictions where we conduct business or
expect to conduct business;
(ii)
changes in currency exchange rates;
(iii) the risk that we may be unable to realise our anticipated growth strategies and expected
internal growth;
(iv) changes in the availability and remuneration of professional staff which we require to operate
our business;
(v)
changes in interest rates;
(vi) changes in clients preferences and needs;

(vii) changes in competitive conditions and our ability to compete under such conditions;
(viii) changes in our future capital needs and the availability of financing and capital to fund such
needs; and
(ix) other factors beyond our control.
20
CAUTIONARY NOTE ON FORWARD LOOKING STATEMENT

Some of these risk factors are discussed in greater detail in this Offer Document, in particular, but
not limited to, the discussions under the sections entitled Risk Factors and Managements
Discussion and Analysis of Results of Operations and Financial Position of this Offer Document.
All forward-looking statements by or attributable to us, or persons acting on our behalf, contained
in this Offer Document are expressly qualified in their entirety by such factors. These forwardlooking statements are applicable only as of the date of this Offer Document.
Given the risks and uncertainties that may cause our actual future results, performance or
achievements to be materially different from that expected, expressed or implied by the
forward-looking statements in this Offer Document, undue reliance must not be placed on these
statements. Neither our Company, the Sponsor, Issue Manager and Placement Agent nor any
other person represents or warrants that our Groups actual future results, performance or
achievements will be as discussed in those statements.
All forward-looking statements by or attributable to us, or persons acting on or behalf, contained
in this Offer Document are expressly qualified in their entirety by such facts.
Our actual future results may differ materially from those anticipated in these forward-looking
statements as a result of the risks faced by us. We, the Sponsor, Issue Manager and Placement
Agent disclaim any responsibility to update any of those forward-looking statements or publicly
announce any revisions to those forward-looking statements to reflect future developments,
events or circumstances, even if new information becomes available or other events occur in the
future. We are, however, subject to the provisions of the SFA and the Catalist Rules regarding
corporate disclosure. In particular, pursuant to Section 241 of the SFA, if after the Offer Document
is registered by the SGX-ST, acting as agent on behalf of the Authority, but before the close of the
Placement,
In particular, we become aware of
(a)
a false or misleading statement or matter in the Offer Document;
(b)
an omission from the Offer Document of any information that should have been included in
it under Section 243 of the SFA; or
(c)
a new circumstance that has arisen since the Offer Document was lodged with the SGX-ST,
acting as agent on behalf of the Authority and would have been required by Section 243 of
the SFA to be included in the Offer Document if it had arisen before the Offer Document was
lodged,
and that is materially adverse from the point of view of an investor, we may lodge a supplementary
or replacement offer document with the SGX-ST, acting as agent on behalf of the Authority.
21
SELLING RESTRICTIONS
Singapore
This Offer Document does not constitute an offer, solicitation or invitation to subscribe for and/or
purchase our Placement Shares in any jurisdiction in which such offer, solicitation or invitation is
unlawful or is not authorised or to any person to whom it is unlawful to make such offer, solicitation
or invitation. No action has been or will be taken under the requirements of the legislation or
regulations of, or of the legal or regulatory requirements of any jurisdiction, except for the
lodgement and/or registration of this Offer Document in Singapore in order to permit an offering
of our Placement Shares and the distribution of this Offer Document in Singapore. The distribution
of this Offer Document and the offering of our Placement Shares in certain jurisdictions may be
restricted by the relevant laws in such jurisdictions. Persons who may come into possession of this
Offer Document are required by us and the Sponsor, Issue Manager and Placement Agent to
inform themselves about, and to observe and comply with, any such restrictions at their own
expense and without liability to us and the Sponsor, Issue Manager and Placement Agent.
Persons to whom a copy of this Offer Document has been issued shall not circulate to any other
person, reproduce or otherwise distribute this Offer Document or any information herein for any
purpose whatsoever nor permit or cause the same to occur.
Malaysia
No Offer Document or other offering material or document in connection with the Placement and
sale of our Placement Shares has been or will be registered with the Securities Commission
pursuant to the Capital Markets and Services Act and no approval for the offering of our Placement
Shares has been obtained from the Securities Commission pursuant to the Capital Markets and
Services Act. Accordingly, this Offer Document and any other document or material in connection
with the Placement, or invitation for subscription, of our Placement Shares may not be circulated
or distributed, nor may our Placement Shares be offered or sold, or be made the subject of an
invitation for subscription or purchase, whether directly or indirectly in Malaysia. This Offer
Document does not constitute and may not be used for the purpose of a public offering or an issue,
offer for subscription, invitation to subscribe for any securities requiring the registration of an offer
document with the Securities Commission under the Capital Markets and Services Act. If you are
in doubt as to the action you should take, you should consult your stockbroker, bank manager,
solicitor or other professional adviser immediately.
22
DETAILS OF THE PLACEMENT

LISTING ON CATALIST
A copy of this Offer Document has been lodged with and registered by the SGX-ST, acting as
agent on behalf of the Authority. The registration of this Offer Document by the SGX-ST, acting as
agent on behalf of the Authority does not imply that the SFA, the Catalist Rules or any other legal
or regulatory requirements, have been complied with. The SGX-ST, acting as agent on behalf of
the Authority, has not, in any way, considered the merits of our existing issued Shares, the
Placement Shares or, as the case may be, being offered or in respect of which the Placement is
made, for investment. We have not lodged this Offer Document in any other jurisdiction.
An application has been made to the SGX-ST for permission to deal in, and for the listing and
quotation of, all our Shares already issued, the Placement Shares, which are the subject of the
Placement, as well as the Performance Shares and the Option Shares on Catalist. Such
permission will be granted when we have been admitted to the Official List of Catalist. Our
acceptance of applications will be conditional upon, inter alia, the issue of the Placement Shares
and upon permission being granted by the SGX-ST for the listing and quotation of, all of our
Shares including the Placement Shares, as well as the Performance Shares and the Option
Shares on Catalist. If the admission, listing and trading of our Shares do not occur or the said
permission is not granted for any reason, monies paid in respect of any application accepted will
be returned, without interest or any share of revenue or other benefit arising therefrom and at the
applicants own risk, and the applicant will not have any claim against us and the Sponsor, Issue
Manager and Placement Agent.
No Shares will be allotted on the basis of this Offer Document later than six (6) months after the
date of registration of this Offer Document by the SGX-ST, acting as agent on behalf of the
Authority.
Companies listed on Catalist may carry higher investment risk when compared with larger or more
established companies listed on the Main Board of the SGX-ST. In particular, companies may list
on Catalist without a track record of profitability and there is no assurance that there will be a liquid
market in the shares or units of shares traded on Catalist. You should be aware of the risks of
investing in such companies and should make the decision to invest only after careful
Neither the Authority nor the SGX-ST has examined or approved the contents of this Offer
Document. Neither the Authority nor the SGX-ST assumes any responsibility for the contents of
this Offer Document, including the correctness of any of the statements or opinions made or
reports contained in this Offer Document. The SGX-ST does not normally review the application
for admission to Catalist but relies on the Sponsor to confirm that our Company is suitable to be
listed and complies with the Catalist Rules. Neither the Authority nor the SGX-ST has in any way
considered the merits of the Placement Shares being offered for investment.
Admission to the Official List of Catalist is not to be taken as an indication of the merits of the
Placement, our Company, our subsidiaries, our Associated Companies, our existing issued
Shares, the Placement Shares, the Performance Shares or the Option Shares.
We are subject to the provisions of the SFA and the Catalist Rules regarding corporate disclosure.
In particular, if after the registration of this Offer Document, but before the close of the Placement,
we become aware of:
(a)
a false or misleading statement or matter in the Offer Document;
23

(b)
an omission from the Offer Document of any information that should have been included in
it under the requirements of Section 243 of the SFA or under the Catalist Rules; or
(c)
a new circumstance that has arisen since the Offer Document was lodged with the SGX-ST,
acting as agent on behalf of the Authority and which would have been required by Section
243 of the SFA and the Catalist Rules to be included in the Offer Document if it had arisen
before this Offer Document was lodged,
that is materially adverse from the point of view of an investor, we may lodge a supplementary or
replacement offer document with the SGX-ST, acting as agent on behalf of the Authority.
In the event that a supplementary or replacement offer document is lodged with the SGX-ST,
acting as agent on behalf of the Authority, the Placement shall be kept open for at least 14 days
after the lodgement of such supplementary or replacement offer document.
Where prior to the lodgement of the supplementary or replacement offer document, applications
have been made under this Offer Document to subscribe for the Placement Shares and:
(a)
where the Placement Shares have not been issued to the applicants, our Company shall
either:
(i)
(A) within two (2) days (excluding any Saturday, Sunday or public holiday) from the date
of lodgement of the supplementary or replacement offer document, give applicants
notice in writing of how to obtain, or arrange to receive, a copy of the supplementary or
replacement offer document, as the case may be, and provide applicants with an option
to withdraw their applications; and (B) take all reasonable steps to make available
within a reasonable period the supplementary or replacement offer document, as the
case may be, to applicants who have indicated that they wish to obtain, or have
arranged to receive, a copy of the supplementary or replacement offer document;
(ii)
within seven (7) days from the date of lodgement of the supplementary or replacement
offer document, give applicants the supplementary or replacement offer document, as
the case may be, and provide applicants with an option to withdraw their applications;
or
(iii) (A) treat the applications as withdrawn and cancelled, in which case the applications
shall be deemed to have been withdrawn and cancelled; and (B) we shall return all
monies paid in respect of any application, without interest or any share of revenue or
other benefit arising therefrom and at the applicants own risk; or
(b)
where the Placement Shares have been issued to the applicants, our Company shall either:
(i)
(A) within two (2) days (excluding any Saturday, Sunday or public holiday) from the date
of lodgement of the supplementary or replacement offer document, give applicants
notice in writing of how to obtain, or arrange to receive, a copy of the supplementary or
replacement offer document, as the case may be, and provide applicants with an option
to return to us the Placement Shares which they do not wish to retain title in; and (B)
take all reasonable steps to make available within a reasonable period the
supplementary or replacement offer document, as the case may be, to applicants who
have indicated that they wish to obtain, or have arranged to receive, a copy of the
supplementary or replacement offer document;
24

(ii)
within seven (7) days from the date of lodgement of the supplementary or replacement
offer document, give the applicants the supplementary or replacement offer document,
as the case may be, and provide the applicants with an option to return to us the
Placement Shares, which they do not wish to retain title in; or
(iii) (A) treat the issue of the Placement Shares as void, in which case the issue of the
Placement Shares shall be deemed void; and (B) we shall return all monies paid in
respect of any application, without interest or any share of revenue or other benefit
arising therefrom and at the applicants own risk.
Any applicant who wishes to exercise his option under paragraph (a)(i) or (a)(ii) to withdraw his
application shall, within 14 days from the date of lodgement of the supplementary or replacement
offer document, notify us of this, whereupon we shall, within seven (7) days from the receipt of
such notification, return the application monies without interest or any share of revenue or other
benefit arising therefrom and at his own risk, and he will not have any claim against us and the
Sponsor, Issue Manager and Placement Agent.
An applicant who wishes to exercise his option under paragraph (b)(i) or (b)(ii) to return the
Placement Shares issued to him shall, within 14 days from the date of lodgement of the
supplementary or replacement offer document, notify us of this and return all documents, if any,
purporting to be evidence of title to those Placement Shares to us, whereupon we shall, within
seven (7) days from the receipt of such notification and documents, if any, pay to him all monies
paid by him for those Placement Shares, without interest or any share of revenue or other benefit
arising therefrom and at his own risk, and the issue of those Placement Shares shall be deemed
to be void, and he will not have any claim against us and the Sponsor, Issue Manager and
Placement Agent.
Pursuant to Section 242 of the SFA, the Authority may, in certain circumstances issue a stop order
(the Stop Order) to our Company, directing that no Shares or no further Shares to which this
Offer Document relates, be allotted or issued. Such circumstances will include a situation where
this Offer Document (i) contains any statement or matter which, in the Authoritys opinion, is false
or misleading, (ii) omits any information that should have been included in it under the SFA,
(iii) does not, in the Authoritys opinion, comply with the requirements of the SFA, or (iv) the
Authority is of the opinion that it is in the public interest to do so.
In the event that the Authority issues a Stop Order and applications to subscribe for the Placement
Shares have been made prior to the Stop Order, then:
(a)
where the Placement Shares have not been issued to the applicants, the applications for the
Placement Shares shall be deemed to have been withdrawn and cancelled and our Company
shall, within 14 days from the date of the Stop Order, pay to the applicants all monies the
applicants have paid on account of their applications for the Placement Shares; or
(b)
where the Placement Shares have been issued to the applicants, the issue of the Placement
Shares shall be deemed to be void and our Company shall, within 14 days from the date of
the Stop Order, pay to the applicants all monies paid by them for the Placement Shares.
Such monies paid in respect of an application will be returned to the applicants at their own risk,
without interest or any share of revenue or other benefit arising therefrom, and they will not have
any claims against our Company and the Sponsor, Issue Manager and Placement Agent.
25

This Offer Document has been seen and approved by our Directors and they individually and
collectively accept full responsibility for the accuracy of the information given in this Offer
Document and confirm, after having made all reasonable enquiries, that to the best of their
knowledge and belief, the facts stated and all expressions of opinion, intention and expectation in
this Offer Document are fair and accurate in all material respects as at the date of this Offer
Document and that there are no material facts the omission of which would make any statements
in this Offer Document misleading, and that this Offer Document constitutes full and true
disclosure of all material facts about the Placement and our Group. Where information in this Offer
Document has been extracted from published or otherwise publicly available sources or obtained
from a named source, the sole responsibility of our Directors has been to ensure that such
information has been accurately and correctly extracted from these sources and/or reproduced in
this Offer Document in its proper form and context.
Neither us, the Sponsor, Issue Manager and Placement Agent nor any other parties involved in the
Placement is making any representation to any person regarding the legality of an investment by
such person under any investment or other laws or regulations. No information in this Offer
Document should be considered as being business, legal or tax advice regarding an investment
in our Shares. Each prospective investor should consult his own professional or other advisers for
business, legal or tax advice regarding an investment in our Shares.
No person has been or is authorised to give any information or to make any representation not
contained in this Offer Document in connection with the Placement and, if given or made, such
information or representation must not be relied upon as having been authorised by us or the
Sponsor, Issue Manager and Placement Agent. Neither the delivery of this Offer Document and
the Application Forms nor any documents relating to the Placement, nor the Placement shall,
under any circumstances, constitute a continuing representation or create any suggestion or
implication that there has been no change or development reasonably likely to create any change
in our affairs, conditions or prospects, or the Placement Shares or in the statements of fact or
information contained in this Offer Document since the date of this Offer Document. Where such
changes occur and are material or are required to be disclosed by law, the SGX-ST and/or any
other regulatory or supervisory body or agency, we may make an announcement of the same to
the SGX-ST and/or the Authority and the public and if required, we may lodge a supplementary or
replacement offer document with the SGX-ST, acting as agent on behalf of the Authority and will
comply with the requirements of the SFA and/or any other requirements of the SGX-ST and/or
Authority. All applicants should take note of any such announcements, or supplementary or
replacement offer document and, upon the release of such an announcement, or supplementary
or replacement offer document, shall be deemed to have notice of such changes.
Save as expressly stated in this Offer Document, nothing herein is, or may be relied upon as, a
promise or representation as to our future performance or policies. The Placement Shares are
offered for subscription solely on the basis of the information contained and representations made
in this Offer Document.
This Offer Document has been prepared solely for the purpose of the Placement and may not be
relied upon by any other persons other than the applicants in connection with their application for
the Placement Shares or for any other purposes.
26

This Offer Document does not constitute an offer, solicitation or invitation of the Placement
Shares in any jurisdiction in which such offer, solicitation or invitation is unlawful or
unauthorised nor does it constitute an offer, solicitation or invitation to any person to
whom it is unlawful to make such offer, solicitation or invitation.
Copies of this Offer Document and the Application Forms may be obtained on request, subject to
availability during office hours, from:
20 Cecil Street
#21-02 Equity Plaza
Singapore 049705
A copy of this Offer Document is also available on the SGX-ST website at http://www.sgx.com.
The Placement will open from 30 October 2014 immediately upon the registration of this
Offer Document by the SGX-ST, acting as agent on behalf of the Authority (the
Registration) to 7 November 2014.
The Application List will open immediately upon the Registration on 30 October 2014 and
will remain open until 12.00 noon on 7 November 2014 or for such further period or periods
as our Company may, in consultation with the Sponsor, Issue Manager and Placement
Agent, in their absolute discretion decide, subject to any limitation under all applicable
laws and regulations. In the event a supplementary offer document or a replacement offer
document is lodged with the SGX-ST, acting as agent on behalf of the Authority, the
Application List will remain open for at least 14 days after the lodgement of the
supplementary or replacement offer document.
Details of the procedures for application of the Placement Shares are set out in Appendix
J Terms, Conditions and Procedures for Application and Acceptance of this Offer
Document.
INDICATIVE TIMETABLE FOR LISTING
An indicative timetable on the trading of our Shares is set out below:
Indicative Date/Time
Event
30 October 2014 (immediately

upon Registration)
Open of Placement
7 November 2014 at 12.00 noon
Close of Application List
11 November 2014 at 9.00 a.m.
Commence trading on a ready basis
14 November 2014
Settlement date for all trades done on a ready basis
The above timetable is indicative only as it assumes that the date of closing of the Application List
will be on 7 November 2014, the date of admission of our Company to the Official List of Catalist
will be on 11 November 2014, the shareholding spread requirement will be complied with and the
Placement Shares will be issued and fully paid-up prior to 11 November 2014. The actual date on
which our Shares will commence trading on a ready basis will be announced when it is confirmed
by the SGX-ST.
27

The above timetable and procedures may be subject to such modification(s) as the SGX-ST may,
in its absolute discretion, decide, including the commencement of trading on a ready basis.
In the event of any changes in the closure of the Application List or the time period during which
the Placement is open, we will publicly announce the same:
(i)
through a SGXNET announcement to be posted on the Internet at the SGX-ST website

http://www.sgx.com; and
(ii)
in a local newspaper(s) in Singapore.
We will publicly announce the level of subscription and the results of the distribution of the
Placement Shares pursuant to the Placement, as soon as it is practicable after the close of the
Application List through channels in (i) and (ii) above.
You should consult the SGX-STs announcement on the ready trading date released on
the internet (at the SGX-ST website http://www.sgx.com), or the newspapers or check with
your brokers on the date on which trading on a ready basis will commence.
28
PLAN OF DISTRIBUTION
The Placement
The Placement is for 48,000,000 Placement Shares offered in Singapore and the Listing is
managed and sponsored by the Sponsor and Issue Manager.
Prior to the Placement, there has been no public market for our Shares. The Placement Price is
determined by us, in consultation with the Sponsor, Issue Manager and Placement Agent, taking
into consideration, inter alia, prevailing market conditions and the estimated market demand for
the Placement Shares determined through a book-building process. The Placement Price is the
same for all Placement Shares and is payable in full on application.
Pursuant to the Management Agreement, details of which are set out in the section entitled
General and Statutory Information Management and Placement Arrangements of this Offer
Document, our Company has appointed PPCF to manage and to act as full sponsor for the Listing.
PPCF will receive a management fee for its services rendered in connection with the Placement.
The Placement Shares are made available to members of the public and institutional investors
who may apply through their brokers or financial institutions by way of the Application Forms.
Applications for the Placement Shares may only be made by way of printed Application Forms as
described in Appendix J Terms, Conditions and Procedures for Application and Acceptance of
this Offer Document.
Pursuant to the Placement Agreement entered into between us and the Placement Agent as set
out in the section entitled General and Statutory Information Management and Placement
Arrangements of this Offer Document, our Company has appointed PPCF as the Placement
Agent and PPCF has agreed to procure subscriptions for the Placement Shares for a commission
of 3.0% of the Placement Price, payable by us, for the total number of Placement Shares
successfully subscribed for. Subject to any applicable laws and regulations, our Company agrees
that the Placement Agent shall be at liberty at its own expense to appoint one or more
sub-placement agents under the Placement Agreement upon such terms and conditions as the
Placement Agent may deem fit.
Subscribers of the Placement Shares may be required to pay brokerage or other similar fees of
1.0% of the Placement Price (and the prevailing GST thereon, if applicable) to the Placement
Agent or any sub-placement agent that may be appointed by the Placement Agent.
To the best of our knowledge and belief, none of our Executive Directors or Substantial
Shareholders intends to subscribe for the Placement Shares pursuant to the Placement. As far as
we are aware, none of our Non-executive Directors, members of our Companys management or
employees intends to subscribe for more than 5.0% of the Placement Shares in the Placement.
To the best of our knowledge, as at the date of this Offer Document, we are not aware of any
person who intends to subscribe for more than 5.0% of the Placement Shares in the Placement.
However, through a book-building process to assess market demand for our Shares, there may be
person(s) who may indicate an interest to subscribe for more than 5.0% of the Placement Shares.
If such person(s) were to make an application for more than 5.0% of the Placement Shares
pursuant to the Placement and are subsequently allotted such number of Shares, we will make the
necessary announcements at an appropriate time. The final allotment of Shares will be in
accordance with the shareholding spread and distribution guidelines as set out in Rule 406 of the
Catalist Rules.
29
PLAN OF DISTRIBUTION
No Shares shall be issued and allotted on the basis of this Offer Document later than six (6)
months after the date of registration of this Offer Document by the SGX-ST, acting as agent on
behalf of the Authority.
Interests of Sponsor, Issue Manager and Placement Agent and Malaysian Financial Adviser
In the reasonable opinion of our Directors, our Company does not have any material relationship
with the Sponsor, Issue Manager and Placement Agent, or any other financial adviser in relation
to the Placement, save as disclosed below and in the section entitled General and Statutory
Information Management and Placement Arrangements of this Offer Document:
(a)
PPCF is the Sponsor, Issue Manager and Placement Agent in relation to the Listing;
(b)
PPCF will be the continuing Sponsor of our Company for a period of three (3) years from the
date our Company is admitted and listed on Catalist;
(c)
pursuant to the Management Agreement and as part of PPCFs fees as the Sponsor and
Issue Manager, our Company issued and allotted 2,191,000 PPCF Shares at the Placement
Price to PPCF representing 1.0% of the issued and paid-up share capital of our Company
immediately prior to the Placement. After the expiry of the relevant moratorium period as set
out in the section entitled Shareholders Moratorium of this Offer Document, PPCF may
dispose its shareholding interest in our Company at its discretion; and
(d)
cfSolutions is the Malaysian Financial Adviser to ZICO Malaysia.
30
OFFER DOCUMENT SUMMARY

The following summary is qualified in its entirety by, and is subject to, the more detailed
information (including the notes thereto) appearing elsewhere in this Offer Document. Terms
defined elsewhere in this Offer Document have the same meaning when used herein. In addition
to this summary, you should carefully consider all the information presented in this Offer
Document, especially the section entitled Risk Factors of this Offer Document, before deciding
to invest in our Shares.
OUR COMPANY
Our Company was incorporated on 9 December 2010 in Labuan, Malaysia under the Labuan
Companies Act as a company limited by shares under the name of ZI Holdings Inc.. Our
Companys registration number is LL07968. Our Company changed its name to ZICOlaw
Holdings Inc. on 30 June 2011 and subsequently to ZICO Holdings Inc. on 30 April 2014.
OUR BUSINESS
We are an integrated network of professional service firms focused on the ASEAN region,
providing advisory and transactional services, management and support services and licensing
services. Through our multidisciplinary services, regional capabilities and local insights, we
enable our clients to capitalise on opportunities across Southeast Asia.
As at the Latest Practicable Date, we have business operations in Indonesia, Lao PDR, Malaysia
(including Labuan), Myanmar and Singapore. Our clients include governments and governmentlinked companies, law firms, private and public listed companies, multinational corporations and
high net worth individuals.
We currently operate in three (3) key business segments:
I.
Advisory and Transactional Services;
II.
Management and Support Services; and
III.
Licensing Services.
I.
Advisory and Transactional Services Segment

As at the Latest Practicable Date, we provide legal services, Shariah advisory, trust advisory,
corporate services and consulting services. Our multidisciplinary services include legal
services only to the extent permitted in the relevant jurisdictions. In other jurisdictions, we
cooperate with and support independent and autonomous law firms who are members of the
ZICOlaw Network, in compliance with local professional regulations. Through offering
different services under our Advisory and Transactional Services Segment, we are able to
cross-sell our integrated solutions to a wider pool of clients. For FY2011, FY2012, FY2013
and HY2014, our Advisory and Transactional Services Segment contributed 100.0%,
100.0%, 72.9% and 46.0% of our Groups revenue respectively.
II.
Management and Support Services Segment

As at the Latest Practicable Date, we provide regional management services and business
support services to members of the ZICOlaw Network and to certain entities within our
Group. By outsourcing these functions, members of the ZICOlaw Network can focus their
resources on their core competencies and revenue generating activities in providing legal
services, while enjoying cost efficiencies generated from economies of scale and scope. Our
31

clients also benefit from having access to collective strategic insights and comprehensive
support infrastructure. Our Management and Support Services Segment commenced on 1
January 2014 and contributed approximately 36.5% of our Groups revenue in HY2014.
III.
Licensing Services Segment

By leveraging on our goodwill and established reputation, we also engage in the licensing of
the ZICO, ZICOlaw and ZICOlaw Trusted Business Advisor trademarks to members of
the ZICOlaw Network and certain entities of our Group. Our licencees will benefit from an
increase in the number of client engagements and cross-border cooperation between the
licencees.
Generally, our licencees are required to pay us a royalty fee for the licence based on a
certain percentage of the net revenue of the licencee. Our Licensing Services Segment
commenced on 1 January 2013 and contributed approximately 27.1% and 17.5% of our
Groups revenue in FY2013 and HY2014 respectively.
Please refer to the section entitled General Information on Our Group Business Overview
of this Offer Document for more details.
SUMMARY OF OUR FINANCIAL INFORMATION

The following summary financial information should be read in conjunction with the full text of this
Offer Document, including the sections entitled Managements Discussion and Analysis of
Results of Operations and Financial Position, the Independent Auditors Report and Audited
Consolidated Financial Statements of ZICO Holdings Inc. and its Subsidiaries for the Financial
Years Ended 31 December 2011, 2012 and 2013, the Independent Auditors Review Report and
Unaudited Interim Condensed Consolidated Financial Statements of ZICO Holdings Inc. and its
Subsidiaries for the Financial Period from 1 January 2014 to 30 June 2014 and the Independent
Auditors Assurance Report and Unaudited Pro Forma Consolidated Financial Information of ZICO
Holdings Inc. and its Subsidiaries for the Financial Year Ended 31 December 2013 and the
Financial Period from 1 January 2014 to 30 June 2014 as set out in Appendices A, B and C
respectively of this Offer Document.
(RM000)
Revenue
Profit before income tax (1)
Profit attributable to owners
of the parent (1)
EPS (sen) (2)
Adjusted EPS (sen) (1)(3)
FY2011
Audited
FY2012
FY2013
Unaudited
HY2013
HY2014
8,901
5,303
12,583
7,046
19,219
12,982
8,168
4,115
17,565
9,508
4,883
2.23
1.83
6,355
2.90
2.38
11,604
5.30
4.34
3,847
1.76
1.44
8,045
3.67
3.01
Notes:
(1)
Had the Service Agreements (set out in the section entitled Directors, Management and Staff Service
Agreements of this Offer Document) been in place since 1 January 2013, our profit before income tax, profit
attributable to owners of the parent and adjusted EPS for FY2013 based on our post-Placement share capital of
267,078,800 Shares would have been approximately RM9.8 million, RM8.7 million and 3.6 sen respectively.
(2)
For illustrative purposes, the EPS for the financial periods under review have been computed based on profit
attributable to owners of the parent and the pre-Placement share capital of 219,078,800 Shares.
(3)
For illustrative purposes, the adjusted EPS for the financial periods under review have been computed based on
profit attributable to owners of the parent and the post-Placement share capital of 267,078,800 Shares.
32
Audited
As at
31 December 2013
Unaudited
As at
30 June 2014
5,593
9,077
Current assets
27,483
28,869
Total assets
33,076
37,946
Equity
11,168
16,931
2,004
2,177
Current liabilities
19,904
18,838
Total equity and liabilities
33,076
37,946
NAV per Share (sen) (1)
5.10
7.60
NTA per Share (sen) (2)
3.28
4.88
(RM000)
Non-current assets
Non-current liabilities
Notes:
(1)
NAV per Share is computed based on the equity attributable to owners of the parent and the pre-Placement share
capital of 219,078,800 Shares.
(2)
NTA per Share is computed based on the equity attributable to owners of the parent net of intangible assets and the
pre-Placement share capital of 219,078,800 Shares.
OUR COMPETITIVE STRENGTHS

Our Directors believe that the following competitive strengths have enabled and will continue to
enable us to capitalise on the trends and opportunities in our business sectors in the ASEAN
region:
(a)
Focused Market Positioning

As at the Latest Practicable Date, we have business operations in Indonesia, Lao PDR,
Malaysia (including Labuan), Myanmar and Singapore. We augment our existing regional
presence with that of the ZICOlaw Network to extend our reach to 15 cities across eight (8)
countries in Southeast Asia. This provides us with a geographical advantage in serving
clients throughout the region.
As a regional entity, our Group occupies a unique market position in between both domestic
and international professional service firms. We are well-positioned to compete against
domestic firms in terms of our regional expertise and network reach, and against
international professional service firms in terms of cost efficiency and local insights.
33

(b)
Multidisciplinary Services, Integrated Solutions

We offer multidisciplinary professional services that can be integrated to create customised
solutions for a wider range of clients and situations, which provides a distinctive advantage
over single service providers.
(c)
Barriers to Entry
Most of the services provided by our subsidiaries have barriers to entry, which include
professional qualifications, regulatory licensing requirements and restrictions in each
jurisdiction, existing infrastructure and established working relationships with clients.
Further, potential competitors may be deterred from entering into our industries, as the
application process for professional licences is rigorous and licencees are subject to
on-going regulation. Please refer to the section entitled General Information on our Group
Licences, Permits, Approvals, Certifications and Government Regulations of this Offer
Document for more details of the respective regulatory bodies and regulatory licensing
requirements for our services.
(d)
Regional Management Experience and Expertise

Our Group is managed by a regional management team consisting of our Managing Director,
Chew Seng Kok, and our Executive Directors, Robert Liew and Kelvin Ng, who have in
aggregate, more than 70 years of experience in the professional services industry. They are
responsible for the strategic direction and operations of our Group.
The management team is supported by the Directors and a team of advisors and senior
partners in the ZICOlaw Network who have extensive experience of working in their
respective countries and in the region. Collectively, they provide invaluable guidance and
local insights.
(e)
Reputable Brands
The ZICO, ZICOlaw and ZICOlaw Trusted Business Advisor trademarks have leveraged
on the goodwill and reputation of Zaid Ibrahim & Co built over 25 years. The Lawyer Asia
Pacific 150 1 has ranked Zaid Ibrahim & Co as the largest law firm in Malaysia and one of the
leading law firms in the ASEAN region.
We increase the awareness and enhance the goodwill of these brands through client
seminars and events, business development initiatives and client relationship management
strategies.
This information was extracted from the The Lawyer Asia Pacific 150 2013, at http://www.thelawyer.com/analysis/
intelligence/asia-pacific-150/asia-pacific-top-100-independent-local-firms, which was accessed on 10 October
2014.
We have not sought the consent of The Lawyer to the inclusion of the relevant information extracted from the
relevant website and disclaim any responsibility in relation to reliance on these statistics and information. As The
Lawyer has not consented to the inclusion of the above information in this Offer Document for the purposes of
section 249 of the SFA, it is therefore not liable for the relevant information under section 253 and 254 of the SFA.
While reasonable actions have been taken by our Directors to ensure that the relevant statements from the relevant
information are reproduced in their proper form and context, and that the information is extracted accurately and
fairly from the relevant website or publication, all other parties and ourselves have not conducted an independent
review of the information contained in the relevant website or publication and have not verified the accuracy of the
contents of the relevant information.
34

(f)
Innovative Business Model

Our Directors believe that the traditional partnership model on its own has structural
limitations which hinder law firms from tapping into external sources of capital, responding
quickly to external developments or incentivising cross selling with non-legal firms in an
integrated services network.
As such, our Group and the ZICOlaw Network have adopted an innovative business model
which capitalises on the strengths of both the partnership model of law firms and the
corporate structure of companies.
Please refer to the section entitled General Information on Our Group Competitive
Strengths of this Offer Document for more details.
OUR BUSINESS STRATEGIES AND FUTURE PLANS

Our business strategies and future plans for the continued growth of our business are as follows:
(a)
Enhancing our range of services

We intend to enhance our existing services and to offer new services in order to attract a
wider range of clients. To this end, we aim to diversify our range of professional services,
which may be through mergers and acquisitions, joint ventures, strategic alliances, or
start-ups.
In evaluating our prospective acquisitions and joint ventures, our Group will target existing
service providers which have (i) lower start-up and operating costs, (ii) stable and recurring
income, (iii) synergy with our existing businesses, (iv) the ability to leverage on the existing
relationships with our clients, and (v) a model that is scalable to other ASEAN countries.
(b)
Strengthening our overseas presence

We intend to expand the provision of our professional services to other geographical areas
where such services can be replicated and the risk of such expansion contained. In doing so,
we aim to capitalise on our regional network and relationships with existing clients to rapidly
achieve economies of scale and scope.
Further, we intend to provide synergistic values to our existing business, and opportunities
to learn from our business partners who have the relevant business expertise and
relationships in the legal and professional services industry.
In addition, our Directors envisage that positive regulatory changes and liberalization will
enable us to strengthen our presence in Southeast Asia. In view of the success of our
strategy in venturing into frontier markets, we intend to similarly expand into other markets
in the region, thereby reinforcing our position as an ASEAN-focused entity.
(c)
Enhancement of Support Systems

We intend to enhance our support infrastructure, including human resources, business
support services, knowledge management and training, marketing and business
development, client relationship management and information technology.
35

(d)
Expanding the ZICOlaw Network

We intend to expand the ZICOlaw Network by licensing the ZICOlaw and ZICOlaw Trusted
Business Advisor trademarks, as well as to provide regional management and support
services to suitable law firms in jurisdictions where we do not currently have a presence. This
expansion model will allow law firms to maintain their professional independence and
autonomy as law firms, while benefitting from a regional brand, external investments,
centralised support systems and economies of scale. Parallel to that, we may consider
providing business support services as external services to entities outside the ZICOlaw
Network.
Please refer to a detailed discussion of our business strategies and future plans as set out
in the section entitled Prospects, Business Strategies and Future Plans Business
Strategies and Future Plans of this Offer Document.
OUR CONTACT DETAILS

Our registered office is at Unit Level 13(A), Main Office Tower, Financial Park Labuan, Jalan
Merdeka, 87000 Federal Territory of Labuan, Malaysia and our principal place of business is
at Malaysia, Unit 15-3 Menara Milenium, Pusat Bandar Damansara, 50490 Kuala Lumpur,
Malaysia. Our corporate headquarters is in Singapore, 8 Robinson Road, #03-00 ASO Building,
Singapore 048544 and the telephone number is +65 6438 7929. Our Company website is
www.zicoholdings.com. Information contained on our website does not constitute part of this
Offer Document.
36
EXCHANGE RATES
Our Groups financial statements are prepared in RM. The table below sets out the highest and
lowest exchange rates (1) between S$ and RM for each of the six (6) completed months prior to the
Latest Practicable Date.
S$: RM
Month
Highest
(1)
Lowest (1)
April 2014
2.6016
2.5826
May 2014
2.6068
2.5606
June 2014
2.5798
2.5570
July 2014
2.5719
2.5497
August 2014
2.5705
2.5221
September 2014
2.5733
2.5258
Note:
(1)
The above information is extracted and compiled from Bloomberg L.P. Bloomberg L.P. has not provided its consent,
for the purpose of Section 249 of the SFA, to the inclusion of the information extracted from the relevant reports and
is therefore not liable for such information under Sections 253 and 254 of the SFA. While we have taken reasonable
actions to ensure that the information from Bloomberg L.P. is reproduced in its proper form and context, and that the
information is extracted accurately and fairly, neither we nor any party has conducted an independent review of the
information nor verified the accuracy of the contents of the relevant information.
As at the Latest Practicable Date, the closing exchange rate between S$ and RM was S$1 to
RM2.5575.
The following table sets out, for the relevant financial period and year indicated, the average and
closing exchange rates between S$ and RM. Where applicable, the exchange rates in the table
below are used for the translation of our Groups financial statements disclosed elsewhere in this
Offer Document.
S$: RM
Average (1)
Closing (1)
FY2011
2.4333
2.4434
FY2012
2.4718
2.5033
FY2013
2.5175
2.5897
HY2013
2.4736
2.5029
HY2014
2.5907
2.5720
TTM
2.5752
2.5720
Note:
(1)
The above information is extracted and compiled from Bloomberg L.P. Bloomberg L.P. has not provided its consent,
for the purpose of Section 249 of the SFA, to the inclusion of the information extracted from the relevant reports and
is therefore not liable for such information under Sections 253 and 254 of the SFA. While we have taken reasonable
actions to ensure that the information from Bloomberg L.P. is reproduced in its proper form and context, and that the
information is extracted accurately and fairly, neither we nor any party has conducted an independent review of the
information nor verified the accuracy of the contents of the relevant information.
37
EXCHANGE RATES
The above exchange rates have been calculated with reference to exchange rates quoted from
Bloomberg L.P. and should not be construed as representations that the S$ or RM amounts (as
the case may be) actually represent such S$ or RM amounts, could have been, or could be,
converted into S$ or RM (as the case may be) at any particular rate, the rate indicated above or
at all. Our Group has included the above exchange rates in the proper form and context in this
Offer Document and has not verified the accuracy of these information.
38
THE PLACEMENT
Placement Size
48,000,000 Placement Shares. The Placement Shares, upon

issue and allotment, will rank pari passu in all respects with
our existing issued Shares.
Placement Price
S$0.30 for each Placement Share, payable in full on

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

Agent on behalf of our Company of 48,000,000 Placement
Shares at the Placement Price by way of placement, subject
to and on the terms and conditions of this Offer Document.
Purpose of the Placement
Our Directors are of the view that the listing of our Company
and quotation of our Shares on Catalist will enhance our
corporate profile internationally and enable us to tap the
capital and debt markets for the expansion of our business
operations.
The Placement will also provide the members of the public,
our management, employees and business associates who
have contributed to our success with an opportunity to
participate in the equity of our Company. In addition, the
proceeds from the Placement Shares will provide us with,
inter alia, additional capital to finance our business expansion
and for general working capital.
Listing Status
Prior to the Placement, there has been no public market for

our Shares. Our Shares will be quoted in Singapore dollars on
Catalist, subject to the admission of our Company to the
Official List of Catalist and permission to deal in, and for
quotation of, all our issued Shares (including Shares to be
issued pursuant to the Shares granted under the ZICO
Holdings Performance Share Plan and the exercise of the
Options granted under the ZICO Holdings Employee Share
Option Scheme) being granted by the SGX-ST.
Risk Factors
Investing in our Shares involves risks which are described in

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

Listing Expenses of this Offer Document for more details.
39
RISK FACTORS
An investment in our Shares involves a number of risks, some of which, including market, liquidity,
credit, operational, legal and regulatory risks, could be substantial and are inherent in our
business.
Prospective investors should carefully consider and evaluate each of the following considerations
and all the other information set forth in this Offer Document (including the financial statements
and the notes thereto) before deciding to invest in our Shares. Some of the following
considerations relate principally to the industry in which we operate and our business in general.
Other considerations relate principally to general economic, political and regulatory conditions,
the securities markets and ownership of our Shares, including possible future dilution in the value
of our Shares. These are not the only risks we face. Some risks are not yet known to us and there
may be others which we currently believe are not material but may subsequently turn out to be so.
Factors that affect the price of our Shares may change, and the following should not be construed
as a comprehensive listing of all the risk factors. Prospective investors are advised to apprise
themselves of all factors involving the risks of investing in our Shares from their professional
advisers before making any decision to invest in our Shares.
If any of the following considerations, risks and uncertainties develops into actual events, our
financial position, results of operations, business operations, prospects and/or any investment in
our Shares could be, directly or indirectly, materially and adversely affected. In the event that this
occurs, the trading price of our Shares could fluctuate or decline due to any of these
considerations, risks and uncertainties and investors may lose all or part of their investment in our
Shares.
This Offer Document also contains forward-looking statements having direct and/or indirect
implications on our future performance. Our actual results could differ materially from those
anticipated in these forward-looking statements as a result of certain factors, including the risks
and uncertainties faced by us described below and elsewhere in this Offer Document including in
the section entitled Managements Discussion and Analysis of Results of Operations and
Financial Position.
RISKS RELATING TO OUR BUSINESS AND THE INDUSTRY
We are dependent on our Business Agreements with the members of the ZICOlaw Network
We are dependent on our Business Agreements with the members of the ZICOlaw Network
(excluding our Subsidiary Law Firms) which accounted for 27.1% and 54.0% of our revenue for
FY2013 and HY2014 respectively.
However, upon the expiry or termination of the Business Agreements, there is no assurance that
the members of the ZICOlaw Network will continue to engage our services at current levels or at
all. Although we have enjoyed long-standing relationships with the members of the ZICOlaw
Network in the past, in the event where members of the ZICOlaw Network cease or significantly
reduce engaging us for their works or assignments, or if the Business Agreements which we have
entered into with our clients are terminated, and we are unable to secure works or assignments
of comparable quantity and project margins from other clients, our business and financial
performance and condition may be materially and adversely affected. In addition, there is no
assurance that the terms of any renewal of the Business Agreements will be no less favourable
to us than the existing terms. In the event that the Business Agreements are not renewed, or if the
terms of renewal are not commercially viable to us, our business and financial performance may
be materially and adversely affected.
40
RISK FACTORS
We are reliant on the Malaysian market for our business
For the Period Under Review, approximately 29.6%, 37.4%, 54.5% and 67.6% of our revenue
were derived from the Malaysian market in FY2011, FY2012, FY2013 and HY2014 respectively.
Our Directors anticipate that the provision of our Advisory and Transactional Services,
Management and Support Services and Licensing Services to the Malaysian market will continue
to represent a significant portion of the total revenue of our Group in the near future.
Any adverse change in the economic, political, social and legal environment in Malaysia and any
adverse change in the demand for our Advisory and Transactional Services, Management and
Support Services and Licensing Services in Malaysia may have a material and adverse effect on
our business, results of operations and prospects.
We are subject to relevant legislation and regulations
We are required to obtain various licences and permits to operate our business in the countries
which we operate in. The relevant regulatory authorities determine the criteria that must be met
before they grant or renew licences and permits which are essential for our business and
operations. As at the Latest Practicable Date, to the best of our Directors knowledge, our Group
has obtained all the necessary licences and permits for our business and operations. Please refer
to the section entitled General Information on our Group Licences, Permits, Approvals,
Certifications and Government Regulations of this Offer Document for more information on the
list of the main laws and regulations that materially affect our operations and the list of licences,
permits and approvals that are required by our Group.
The renewal of our permits and licences is subject to compliance with the relevant regulations.
While there have been no previous instances of our failure to obtain licence or permit renewals,
there is no assurance that our licences or permits will be renewed upon expiry.
Any changes to the existing legislation and regulations may require us to apply for new licences
and permits, and there is no assurance that we will be able to obtain these new licences and
permits. Failure to renew or obtain such licences and permits may have an adverse impact on our
operations and financial performance. In addition, if there are any changes in legislation,
regulations or policies governing the types of services that we provide, such that more restrictions
and/or additional compliance requirements are imposed by the regulatory authorities on us which
would restrict the conduct of our business and/or result in higher costs for us, our business and/or
financial performance may be adversely affected. In the event that it is not viable to factor such
increased costs into our prices, we will have to absorb these cost increments and this would affect
our profitability. In addition, legislation in certain countries in which we operate may restrict
companies, professional firms and bodies in those countries from outsourcing work to us, or may
limit our ability to provide our services to them thereby materially affecting our financial
performance or operations.
Further, a legal practice board or other regulatory authority involved in the licensing of legal
practitioners in the different jurisdictions, or any other person, could make a complaint about a
legal practitioner regarding that practitioners conduct, whether it relates to their conduct as a
practitioner or otherwise. This may disrupt the legal practice by the legal practitioners in our
Subsidiary Law Firms, thereby adversely affecting the financial performance or operations of our
Subsidiary Law Firms.
41
RISK FACTORS
We are exposed to the risk of unauthorised disclosure
We transit, handle, store and manage private and confidential information related to our clients
finances and transactions. The use of inside information is highly regulated in the jurisdictions
which we operate in, and violations of securities laws and regulations may result in civil and
criminal penalties. If we, or any of our employees, fail to keep our clients proprietary information
confidential, we may lose existing customers and potential new clients and may expose them to
significant liability and loss of revenue based on the unauthorized use of confidential information.
If there is any breach in our security systems leading to any information to be inadvertently or
intentionally disclosed, we may also become subject to civil claims by our customers or other third
parties or criminal investigations by appropriate authorities. This could severely harm our
business and result in costly litigation and potential liability for us. A compromise of our security
or a perceived compromise of our security could also result in negative publicity causing us to lose
clients and business. In the event there is a party who is able to circumvent our security measures,
the party could misappropriate proprietary information that could be valuable to competitors or
other similar companies or could even result in the perpetration of fraudulent financial transactions
for which we may be found liable. Notwithstanding that we attempt to limit these risks
contractually, there can be no assurance that our clients will not demand the elimination of
limitation of liability provisions and guarantees against such security breaches in our client
contracts. To the extent our competitors agree to unlimited liability, it could affect our ability to
retain these limitations in our contracts at the risk of losing the business.
Although we are insured against various risks, our insurance coverage is subject to deductibles,
exclusions and limitations that may leave us bearing some or all of any losses arising from a
security breach. In addition, we may be required to expend significant capital and other resources
to continue to keep our security measures up to date and to protect us against the threat of a
security breach. Increasingly, more of our financial services and other clients have been
demanding our implementation of increased and more extensive security measures. The
performance of these client audits takes time and requires a significant amount of resources. Our
failure to comply with or satisfy these audits could cause us to lose business to competitors.
Our insurance coverage may not be adequate
We have taken up insurance policies for risks such as professional indemnity, term life assurance
scheme, hospitalisation and surgical policy, and personal accident insurances. No insurance can
compensate for all potential losses and there can be no assurance that our insurance coverage
will be adequate or that our insurers will pay a particular claim. There are also certain types of
risks that are not covered by our insurance policies because they are either uninsurable or not
economically insurable, including acts of war and acts of terrorism. In addition, we are not insured
against business disruption. If such events were to occur, we may have to bear the costs of any
uninsured risk or uninsured amount, which can have a material and adverse effect on our
business, results of operations, financial condition and prospects.
We are dependent on certain key personnel for our continued growth
We believe our success to-date has been largely attributable to the contributions and expertise of
our Managing Director, Chew Seng Kok and our Executive Directors, Robert Liew and Kelvin Ng,
as well as our Executive Officers, Paul Subramaniam and Adeline Cheah, who have extensive
experience in the professional services industry. Our continued growth and development will
depend, to a large extent, on our ability to retain the services of our Managing Director, Executive
Directors and our Executive Officers. The loss of the services of our Managing Director, Executive
42
RISK FACTORS
Directors or any of our Executive Officers without suitable and timely replacement, or the inability
to attract and retain qualified personnel may adversely affect our operations and financial
performance.
We may be involved in legal and other proceedings arising from our operations from time
to time
If we fail to meet the expectations of our clients or to deliver quality services, our clients may
commence legal proceedings against us for alleged negligence or errors, or non-performance or
delay in the delivery of services on our part. In the event that such legal proceedings are not
concluded in our favour and we are made liable for damages and incur legal costs, or we accept
settlement terms that are unfavourable to us, our financial performance and financial position will
be adversely affected.
We may be affected by any adverse impact on our reputation and goodwill
We have built our reputation as an integrated professional services network with a focus on
Southeast Asia. Any negative publicity or announcement about us, our Directors, our Executive
Officers or Substantial Shareholders, whether founded or unfounded may tarnish our reputation
and goodwill with our clients and may adversely affect the market perception of our Company.
Such negative publicity or announcement may include, inter alia, unsuccessful attempts in joint
ventures, acquisitions or takeovers, or involvement in litigation or insolvency proceedings. Under
these circumstances, our clients may lose confidence in our business, our Directors or our
Executive Officers, and this could affect our business relationships with them and their referral of
new business opportunities. This may have a material and adverse impact on our business,
results of operations, prospects and our share price. Save as disclosed in the section entitled
General and Statutory Information Information on Directors and Executive Officers, and the
section entitled General and Statutory Information Litigation of this Offer Document, none of
our existing Directors, our Executive Officers nor our Group is presently involved in any litigation
or insolvency proceedings.
We may not be able to compete successfully in our industry
Notwithstanding our Directors belief that we are not in direct competition with any other entity due
to our unique business model and structure, we compete with multidisciplinary professional
service networks of various sizes providing similar services in our industry. Our indirect
competitors include firms and companies providing services in the areas of corporate secretarial,
Shariah advisory, trusts advisory as well as legal services. We generally compete with our
competitors on providing, among other things, quality service to clients, competitive pricing and
innovative solutions.
There is no assurance that we can continue to compete against our competitors in the future. We
may face more intense competition in the future from existing competitors and new market
entrants. Our competitors or potential competitors may be in a better position to expand their
market share, whether because they have longer operating history, larger client base, wider range
of services, greater financial resources, greater accessibility to personnel, financial, technological
and marketing resources than we do or otherwise. Increased competition may result in lower
demand for our services, lower profit margins and/or loss of market share. Our competitors may
also be able to provide clients with similar services at lower costs.
43
RISK FACTORS
If we fail to compete effectively, and to maintain or grow our market shares, our business, results
of operations and prospects may be adversely affected. Please refer to the section entitled
General Information on Our Group Competition of this Offer Document for more details.
We are reliant on the ZICO, ZICOlaw and ZICOlaw Trusted Business Advisor
trademarks and are exposed to the risks of intellectual property infringement or may face
litigation suits for intellectual property infringement
We are dependent on the ZICO, ZICOlaw and ZICOlaw Trusted Business Advisor
trademarks. We believe that the trademarks are an integral aspect of our Groups business.
Please refer to the section entitled General Information on Our Group Intellectual Property for
more information. As at the Latest Practicable Date, our subsidiaries, ZICO IP and ZICO RMC,
license and manage (a) the ZICO, ZICOlaw and ZICOlaw Trusted Business Advisor
trademarks to companies within our Group; and (b) the ZICOlaw and ZICOlaw Trusted Business
Advisor trademarks to members in the ZICOlaw Network. We believe that our business has been
developed with a strong emphasis on branding. We are not aware of any violations or
infringements of our intellectual property rights during the Period Under Review and as at the
Latest Practicable Date.
There can be no assurance however that the intellectual property rights relating to the trademarks
operated by us and/or our licencees will not be infringed or that ownership of such trademarks will
not be challenged by third parties. In the event that any third party alleges proprietary rights over
such trademarks, we may be exposed to legal proceedings brought against us by such third party
in respect of our use of the trademarks. These legal proceedings may result in monetary losses
and may prevent us from further using such trademarks. In such an event, our business and
financial performance may be adversely affected.
Failure to maintain the image of the brand names and quality standards associated with the
trademarks may have an adverse impact on our business and financial performance. In addition,
any unauthorised use of the trademarks or variants thereof may also harm our reputation and
consequently our business, profitability and financial performance. In addition, if we deem
necessary, we may take action (including litigation) or procure the registered owner of the
trademarks in the relevant jurisdictions to take action to stop infringement of our intellectual
property rights or obtain adequate compensation or remedy. There is no assurance that our Group
and/or the registered proprietor will be successful in protecting intellectual property rights and we
may incur substantial costs in the process.
We may face uncertainties associated with the expansion of our business
In order to grow our businesses, we may expand our operations to new geographical areas or
explore acquisitions, joint ventures and/or strategic alliances which we believe will complement
our current and future businesses. Details of our business strategies and future plans are
discussed in the section entitled Prospects, Business Strategies and Future Plans Business
Strategies and Future Plans of this Offer Document.
These future plans will require substantial capital expenditure and financial resources and will
involve numerous risks, including but not limited to, the incurrence of working capital requirements
and exposure of our business to unforeseen liabilities and risks associated with entering new
markets or new businesses which we may not have experience in. There is no assurance that
these plans will generate revenue that are commensurable with our investment costs. If we fail to
44
RISK FACTORS
generate a sufficient level of revenue or if we fail to manage our costs efficiently, we will not be
able to recover our investment and our future financial performance and financial position may be
adversely affected.
Participation in acquisitions, joint ventures and/or strategic alliances similarly involves numerous
risks, including but not limited to difficulties in the assimilation of the management, operations,
services and personnel and the possible diversion of management attention from other business
concerns. The successful implementation of our growth strategies depends on our ability to
identify suitable partners and the successful integration of their operations with ours. There is no
assurance that we will expand our operations overseas or explore acquisitions, joint ventures
and/or strategic alliances that are complementary to our businesses.
There can be no assurance that we will be able to execute such growth strategies successfully
and as such, the performance of any acquisitions, joint ventures or strategic alliances could fall
short of expectations.
We are dependent on information technology systems to operate our business and we may
not be able to successfully implement the enhancement of our support systems
We are dependent on information technology systems to support our business operations, reduce
possibility of human errors and enable us to provide services with a shorter delivery time and more
efficiently. Certain unexpected attacks, emergencies or contingencies could occur, such as an
attack by a hacker, a computer virus attack, a natural disaster, a significant power outage covering
multiple cities or a terrorist attack, which could temporarily shut down our information technology
systems. We have not experienced any incidents of system disruption or failure that resulted in an
adverse impact to our Group. Although we have devised and implemented a data recovery plan,
including multiple back-ups, any system disruption or failure could reduce client satisfaction
and/or adversely affect our reputation, operations and prospects.
In addition, as part of our strategies and future plans, we intend to enhance our existing support
systems to facilitate the productivity and efficiency of our operations. However, there is a risk that
our Company will not be able to implement such strategies successfully within the identified
parameters and time frames, or that the resulting efficiency or productivity gains may not
commensurate with the level of investment.
Our operational results are subject to many factors that could cause them to fluctuate in
the future
Our operational results have fluctuated historically and may fluctuate in the future depending on
a number of factors, including but not limited to, the size, timing and profitability of significant
projects undertaken by our subsidiaries, number of non-recurring projects, accuracy of estimates
of resources and time required to complete ongoing projects, particularly projects performed
under fixed-price and fixed-time frame contracts, changes in the variety of services provided to
our clients or in the relative proportion of services revenues, time required to train and
productively utilise employees, any unanticipated increases in wage rates, our success in
expanding our business development programs, currency exchange rate fluctuations and other
general economic factors.
In addition, the services provided under our Advisory and Transaction Services Segment are
mainly transaction-based. We therefore have to continuously and consistently secure new clients
and/or mandates. If we are unable to secure new mandates of a similar contract value, size or
45
RISK FACTORS
margins to existing ones and/or our secured mandates are delayed or prematurely terminated
because of factors such as changes in the circumstances of the transaction or the market
conditions, this may adversely affect our business, financial performance and financial condition.
In line with the industry practice, a high percentage of our operating expenses, particularly for
personnel and facilities, are fixed in advance for any particular financial year. Unanticipated
variations in the number and timing of our projects, any delay or premature termination of any
secured mandates without adequate compensation will result in a material adverse effect on our
business, financial condition and results of operations.
We may be subject to potential liability from negligence or other similar claims
Our Subsidiary Law Firms provide legal advice and are susceptible to potential liability from
negligence, breach of client contract and other similar client claims. In the event that such claims
are not concluded in our favour and we are made liable for damages and incur legal costs, or we
accept settlement terms that are unfavourable to us, our financial performance and financial
position will be adversely affected. We may have to bear the costs of any uninsured risk or
uninsured amount, which can have a material and adverse effect on our business, results of
operations, financial condition and prospects. Such claims, whether founded or unfounded, may
also tarnish our reputation and goodwill with our clients.
We are reliant on our ability to attract and retain talent
Our services are labour intensive and we are vulnerable to the availability and costs of talented
employees. The market for high quality professional is very competitive and we may experience
difficulty in hiring talent with appropriate qualifications and experience.
With an increasing demand for high quality professionals, and attractive remuneration offered to
such professionals in countries in the ASEAN region, there is no assurance that we will be able
to continue attracting high quality professionals at current remuneration or that our current
professionals will continue to be employed by us. Any increase in competition for high quality
professionals will increase our labour costs. Consequently, if we are not able to pass on the
increase in labour costs to our clients, our financial performance will be adversely affected.
The supply of professionals may also be subject to rules and laws imposed by the foreign
authorities. In the event that there is a shortage of qualified professionals, our operations and
profitability may be adversely affected.
We depend on the cooperation of the licencees in upholding the reputation of the ZICO,
ZICOlaw and ZICOlaw Trusted Business Advisor trademarks
Under the licence agreements between our Group and our licencees, we have granted our
licencees a right to use the trademarks anywhere in the world for the sole purpose of carrying out
their legal or professional services.
We may grant more licences to the licencees to use the ZICO, ZICOlaw and/or ZICOlaw
Trusted Business Advisor trademarks to increase our presence where the opportunities arise and
under the appropriate circumstances. Accordingly, we are dependent on the cooperation of our
licencees to carry out their legal or professional services under our trademarks, and in upholding
the reputation and goodwill of these brands in the respective countries where they operate. Our
46
RISK FACTORS
business may also be adversely affected to a certain extent if any of these trademarks are
severely misused or the reputation and image of the trademarks are severely tarnished in the
countries where our licencees operate.
In the event of a default or breach by a licencee and if such licencee is unable to satisfactorily
rectify or remedy such default or breach within a reasonable period of time, we may have to
terminate that particular licence arrangement and consequently, our financial performance may be
affected. There could also be situations where there is a risk of lawsuits brought against us by third
parties for the wrongdoings of a licencee or as a result of disagreements between our licencee and
our Group that cannot be resolved amicably through negotiations. We may incur additional
litigation costs and expenses to defend such litigation(s), which may have an adverse impact on
our business and financial performance.
The expansion of our Management and Support Services and Licensing Services is
dependent on the availability of suitable business partners and our business may be
affected should our client base not grow as projected
We intend to expand the provision of our Management and Support Services and Licensing
Services to clients beyond our existing client base. Where the opportunities arise, we may execute
additional business agreements with suitable business partners to provide our Management and
Support Services and Licensing Services in other jurisdictions to increase our presence and to
expand our client base. Accordingly, our overseas business expansion is dependent on the quality
and ability of suitable business partners.
In addition, we cannot give any assurance that the clients of our Management and Support
Services Segment and Licensing Services Segment will be successful in their operations or in
their business expansion. As we collect fees or royalties that are largely a function of the net
revenue of our clients, our financial results are, to a certain extent, affected by their performance.
Our business operation and financial performance will also be affected should our client base not
grow as projected.
We are exposed to the credit risks of our clients
We extend credit terms ranging from 14 to 60 days to our clients, depending on their credit
worthiness, length and quality of relationship with our Group. We are exposed to the risk of bad
debts should our clients face financial difficulties or if they decline, neglect or fail to fulfil their
payment obligations to us. In the event that we are unable to collect payments due to us from our
clients, we will have to make allowance for doubtful or bad debts or incur debt write-offs, all of
which will have an adverse effect on our business, results of operations and prospects.
Please refer to the section entitled General Information of Our Group Credit Management of
this Offer Document for more details.
We may be affected by any changes in the general economic, regulatory, political and social
conditions and developments globally and in the countries we operate in
Our business may be materially and adversely affected by local and global developments in
relation to inflation, bank interest rates, government policies and regulations and other conditions
which may impact economic, regulatory, political and social stability globally and in the countries
we operate in. We have no control over such conditions and developments and there is no
assurance that such conditions and developments will not occur and adversely affect our business
operations.
47
RISK FACTORS
Our business is susceptible to the general economic conditions in countries we operate in. Factors
such as gross domestic product growth, interest rates, availability of credit and unemployment
rates, will affect the demand for our services and our business operations.
Given the uncertainties of the future economic outlook, there is no assurance that we will be able
to maintain or continue the rapid growth of our business, or that we will be able to react promptly
to any change in economic conditions. In the event that we fail to react promptly to the changing
economic conditions, our performance and profitability could be adversely affected. There is also
no assurance that the factors which have contributed to the success of our Group during the past
few years will continue into the future. Our business performance, future plans and operations
may be adversely affected if these conditions deteriorate in the future.
We may be affected by terrorist attacks, natural disasters, outbreaks of communicable
diseases and other events beyond our control
Terrorist attacks, natural disasters and other events beyond our control in the countries in which
we operate may lead to uncertainty in the economic outlook of these countries leading to an
economic downturn. This will in turn have an adverse impact on our business. In addition,
although such acts have not in the past targeted our assets or those of our clients, there can be
no assurance that this will not happen in the future. Our current insurance policies do not cover
terrorist attacks. The consequences of any such terrorist attacks, natural disasters or other events
beyond our control are unpredictable and unforeseeable, and may have an adverse effect on our
business operations and financial position.
An outbreak of ebola virus, SARS, avian influenza, Influenza A (H1N1) and/or other communicable
diseases, if uncontrolled, could affect our operations, as well as the operations of our clients and
suppliers. Any occurrence of a pandemic, an epidemic or outbreak of other disease may have an
adverse effect on our business operations including our ability to travel and deploy personnel for
tasks. Further, in the event that any of our employees is infected or suspected to be infected with
ebola virus, SARS, avian influenza, Influenza A (H1N1) and/or other communicable diseases, we
may be required to quarantine some of our employees and shut down part of our operations to
prevent the spread of the disease. This would result in delays in the completion of our tasks.
Failure to meet our clients expectations could damage our reputation, and may, as a result, lead
to loss of business and affect our ability to attract new business. An outbreak of ebola virus, SARS,
avian influenza, Influenza A (H1N1) and/or other communicable diseases could therefore have an
adverse impact on our business and operations.
We operate in countries or may expand into countries where we would be subject to local
legal and regulatory conditions and may be affected by the political, economic and social
conditions in these countries as well as bilateral relationships between these countries
As at the Latest Practicable Date, we have a business presence or carry out operations in
Indonesia, Lao PDR, Malaysia (including Labuan), Myanmar and Singapore. We are subject to the
applicable laws, regulations and guidelines in these countries and jurisdictions, particularly in
relation to entry and employment requirements and restrictions in respect of our employees and
workers. If we fail to comply with such laws, regulations and guidelines, we may be subject to
penalties for such breaches, including fines or restrictions on our ability to carry on business or
operate in such counties or jurisdictions. In addition, the relevant employees in breach of such
laws regulations and/or guidelines may also be subject to penalties such as fines, imprisonment
or deportation.
48
RISK FACTORS
In addition, we may expand into other countries in which we presently do not have a business
presence. Laws and regulations governing business entities in these countries may change and
are often subject to a number of possibly conflicting interpretations, both by business entities and
by the courts. Our business, financial condition, profitability and results of operations may be
adversely affected by changes in and uncertainty surrounding governmental policies, in particular
with respect to business laws and regulations, licences and permits, taxation, inflation, interest
rates, currency fluctuations, price and wage controls, exchange control regulations, labour laws
and expropriation. Any changes in economic, political, legal and regulatory conditions or policies
in these countries as well as bilateral relationships between these countries could adversely affect
the results of our operations and in turn, the market price of our Shares.
We are exposed to foreign exchange risks
Currently, our revenue, purchases and operating costs are denominated in various currencies,
including US$, RM and S$. To the extent that our revenue, purchases and operating costs are not
sufficiently matched in the same currency and to the extent that there are timing differences
between collection and payments, we will be exposed to any adverse fluctuations in the exchange
rates between the various foreign currencies and RM.
In addition, as our reporting currency is in RM, the financial statements of our foreign subsidiaries
will need to be translated to RM for consolidation purposes. As such, any material fluctuations in
foreign exchange rates will result in translation gains or losses on consolidation. Any such
translation gains or losses will be recorded as translation reserves or deficits as part of our
Shareholders equity. More information about our foreign exchange exposure is set out in the
section entitled Managements Discussion and Analysis of Results of Operations and Financial
Position Foreign Exchange Management in this Offer Document.
Foreign exchange controls may limit our ability to utilise our cash effectively and affect our
ability to receive dividends and other payments from our foreign subsidiaries
As at the Latest Practicable Date, we have a business presence or carry out operations in
Indonesia, Lao PDR, Malaysia (including Labuan), Myanmar and Singapore. Our foreign
subsidiaries accounted in aggregate for approximately 70.4%, 62.6%, 45.5% and 32.4% of our
Groups total revenue in FY2011, FY2012, FY2013 and HY2014 respectively. Our foreign
subsidiaries are subject to the rules and regulations on currency conversion in the countries they
operate in. Please refer to the section entitled Exchange Controls in this Offer Document for
more details on the foreign exchange controls applicable to our foreign subsidiaries. The ability of
our foreign subsidiaries to pay dividends or make other distributions to us may be restricted by
foreign exchange control restrictions. We also cannot assure you that the relevant regulations will
not be amended to the disadvantage of our Group or Shareholders and that the ability of our
foreign subsidiaries to distribute dividends and other payments to us will not be adversely affected
as a result.
RISKS RELATING TO AN INVESTMENT IN OUR SHARES
We are a Labuan incorporated company and the rights and protection accorded to our
Shareholders may be different from those applicable to shareholders of a Singapore
incorporated company
We are incorporated in Labuan as a company limited by shares under the Labuan Companies Act.
The Singapore Companies Act may provide shareholders of Singapore incorporated companies
rights and protection of which there may be no corresponding or similar provisions under the
49
RISK FACTORS
Labuan Companies Act. As such, if you invest in our Shares, you may or may not be accorded the
same level of shareholder rights and protection that a shareholder of a Singapore incorporated
company may be accorded under the Singapore Companies Act.
For more details on the comparison between the companies acts in Singapore and Labuan, the
nature of Shares in a company incorporated under the Labuan Companies Act, and our Articles
of Association and its comparison with Appendix 4C of the Catalist Rules, please refer to the
sections entitled Appendix D Comparison between Singapore Companies Law and Labuan
Companies Law Appendix E Summary of Labuan Companies Law and Appendix G
Comparison between our Articles of Association and Appendix 4C of the Catalist Rules of this
Offer Document, respectively for more details.
Each of the summaries and explanatory statements is not intended to be and does not constitute
legal advice and any person wishing to have advice on the differences between the Labuan
Companies Act and the Singapore Companies Act and/or the laws of any jurisdiction with which
he is not familiar is recommended to seek independent legal advice.
Exchange rate fluctuations may adversely affect the value of our Companys dividends
Dividends, if any, in respect of our Shares will be declared in US Dollar and converted by our
Company into Singapore dollars for those investors whose Shares are held through CDP. Please
refer to the section entitled Dividend Policy of this Offer Document for more details. Fluctuations
in the exchange rate between the Singapore dollar and the US Dollar will affect, among other
things, the Singapore dollar value of our Companys dividends, if any, declared in US Dollar and
paid in Singapore dollars.
Our operations and significant assets are located outside Singapore. It could be difficult to
enforce a Singapore judgement against us and any Directors who are non-residents of
Singapore
Our Company is incorporated in Labuan and our main operations and assets are located in
Malaysia. Our corporate headquarters is in Singapore. In addition, save for Chew Seng Kok and
Robert Liew, our remaining Executive Director and our Executive Officers are non-residents of
Singapore and substantially all the assets of these persons are located outside Singapore. As a
result, it could be difficult for investors to enforce a judgement obtained in Singapore against our
Company or our Executive Directors or our Executive Officers.
Investment in shares quoted on Catalist involves a higher degree of risk and can be less
liquid than shares quoted on the Main Board of the SGX-ST
An application has been made for our Shares to be listed for quotation on Catalist, a listing
platform designed primarily for fast-growing and emerging or smaller companies to which a higher
investment risk tends to be attached as compared to larger or more established companies listed
on the Main Board of the SGX-ST. An investment in shares quoted on Catalist may carry a higher
risk than an investment in shares quoted on the Main Board of the SGX-ST and the future success
and liquidity in the market of our Shares cannot be guaranteed.
50
RISK FACTORS
There is no prior market for our Shares and the Placement may not result in an active or
liquid market for our Shares
Prior to the Listing, there has been no public market for our Shares. Although we have applied to
the SGX-ST for the dealing and quotation of our Shares on Catalist, there is no assurance that an
active trading market for our Shares will develop or, if developed, will be sustained.
The rules of the Listing Manual require that companies applying for listing of their equity securities
on Catalist meet certain minimum shareholding spread and distribution requirements. While we
will need to meet these requirements in order to list our Shares on Catalist, these requirements
are only minimum requirements and our shareholding distribution in the Placement and our
post-Placement shareholding spread may not substantially exceed these limits or may even fall
below these limits after the Placement. In the case where the percentage of our post-Placement
share capital held by public shareholders is less than 10.0%, the SGX-ST may suspend trading
of our Shares. As a result, liquidity of our Shares can be materially curtailed and there may be no
or limited trading in our Shares, and you may not be able to acquire Shares or sell your Shares
in our Company, either at a favourable price or at all. In addition, if shares, such as our Shares,
have only limited liquidity, the price of such shares can fluctuate significantly as a result of only
one or a small number of trades in these shares.
Our share price may be volatile in future which could result in substantial losses for
investors purchasing Shares pursuant to the Placement
There is no assurance that the market price for our Shares will not decline below the Placement
Price. The Placement Price was determined after consultation between our Company and the
Sponsor, Issue Manager and Placement Agent after taking into consideration, inter alia, market
conditions and estimated market demand for our Shares. The Placement Price may not be
indicative of the market price for our Shares after the completion of the Placement. Investors may
not be able to sell their Shares at or above the Placement Price. The market price of our Shares
may fluctuate significantly and rapidly as a result of, inter alia, the following factors, some of which
are beyond our control:
Changes in general economic and stock market conditions;
Changes in our operating results;
Perceived prospects and future plans for our business and the general outlook of our
industry;
Changes in securities
recommendations;
Differences between our actual financial operating results and those expected by investors
and securities analysts;
Announcements by our competitors or ourselves of gain or loss of significant contracts,

acquisitions, strategic partnerships, joint ventures or capital commitments;
Our involvement in litigations; and
Addition or loss of key personnel.
analysts
estimates
51
of
our
financial
performance
and
RISK FACTORS
Future sale or issuance of Shares could adversely affect our Share price
Any future sale, availability or issuance of a large number of our Shares in the public market can
have a downward pressure on our Share price. The sale of a significant amount of Shares in the
market after the Placement, or the perception that such sales may occur could materially and
adversely affect the market price of our Shares. These factors could also affect our ability to issue
additional equity securities in future. Save as otherwise described in the section entitled
Shareholders Moratorium of this Offer Document, there are no restrictions on the ability of our
Shareholders to sell their Shares either on the SGX-ST or otherwise.
We may require additional funding for our growth plans, and such funding may result in a
dilution of Shareholders investment
We have estimated our funding requirements in order to implement our growth plans as set out in
the section entitled Prospects, Business Strategies and Future Plans Business Strategies and
Future Plans of this Offer Document.
In the event that the costs of implementing such plans should exceed these estimates significantly
or that we come across opportunities to grow through expansion plans which cannot be predicted
at this junction, and our funds generated from our operations prove insufficient for such purposes,
we may need to raise additional funds to meet these funding requirements.
These additional funds may be raised by issuing equity or debt securities or by borrowing from
banks or from other resources. We cannot ensure that we will be able to obtain any additional
financing on terms that are acceptable to us, or at all. If we fail to obtain additional financing on
terms that are acceptable to us, we will not be able to implement such plans fully. Such financing,
even if obtained, may be accompanied by conditions that limit our ability to pay dividends or
require us to seek lenders consent for payment of dividends, or restrict our freedom to operate
our business by requiring lenders consent for certain corporate actions. Further, in the event that
we raise additional funds by way of a limited placement or by a rights offering or through the
issuance of new Shares to new and/or existing shareholders after the Placement, they may be
priced at a discount to the then prevailing market price of our Shares trading on the SGX-ST, or
if any Shareholders is unable or unwilling to participate in such additional round of fund raising,
in which case, Shareholders equity interest may be diluted. If we fail to utilise the new equity to
generate a commensurate increase in earnings, our earnings per Share will be diluted, and this
could cause a decline in our Share price.
Investors in our Shares would face immediate and substantial dilution in the NTA per Share
and may experience future dilution
The Placement Price of our Placement Shares is substantially higher than our Groups NTA per
Share of 7.32 cents based on the post-Placement share capital and after adjusting for the
estimated net proceeds from the issue of the Placement Shares. If we were liquidated immediately
following this Placement, each investor subscribing to this Placement would receive less than the
price they paid for their Shares. Please refer to the section entitled Dilution of this Offer
Document for more information.
In addition, we will issue Options under our ZICO Holdings Employee Share Option Scheme after
the date of registration of this Offer Document prior to the admission of our Company on Catalist
and may issue additional Options under the ZICO Holdings Employee Share Option Scheme. To
the extent that such Option Shares are issued, there may be further dilution to investors
52
RISK FACTORS
participating in the Placement. Please refer to the sections entitled The ZICO Holdings Employee
Share Option Scheme and Appendix I Rules of the ZICO Holdings Employee Share Option
Scheme of this Offer Document for more information.
Further if we were to raise funds in the future by way of a placement of Shares or rights issue or
other equity-linked securities, and if any Shareholders are unable or unwilling to participate in
such fund-raising, such Shareholders will suffer dilution in their shareholdings.
Control by our Controlling Shareholder of our enlarged share capital after the Placement
may limit your ability to influence the outcome of decisions requiring the approval of
Shareholders
Immediately upon the completion of the Placement, our Controlling Shareholder will hold a direct
interest of approximately 38.5% of our issued share capital. As a result, our Controlling
Shareholder will be able to significantly influence over all matters requiring Shareholders
approval, including the election of directors and the approval of significant corporate actions such
as mergers or takeover attempts in a manner which may not be in line with the interests of our
public Shareholders, except in situations where they are required by the rules of the Listing
Manual to abstain from voting. Such concentration of ownership may also have the effect of
delaying, preventing or deterring a change in control of our Group which may not benefit our
Shareholders. There is no assurance that our Controlling Shareholder will act solely in our or your
interest, or that any differences of interest will be resolved in our or your favour.
We may not be able to pay dividends in the future
Our ability to declare dividends to our Shareholders in the future will be contingent on our future
financial performance and distributable reserves of our Company. This is in turn dependent on our
ability to implement our future plans, and on regulatory, competitive, technical and other factors,
general economic conditions, demand for and selling prices of our services and other factors
exclusive to the professional services industry. Any of these factors could have a material adverse
effect on our business, financial condition and results of operations, and hence there is no
assurance that we will be able to pay dividends to our Shareholders after the completion of the
Placement.
Further, in the event that we are required to enter into any loan arrangements with any financial
institutions, covenants in the loan agreements may also limit when and how much dividends we
can declare and pay out.
Investors may not be able to participate in future rights offerings or certain other equity
issues by us
In the event that we issue new Shares, we will be under no obligation to offer those Shares to our
existing Shareholders at the time of issue, except where we elect to conduct a rights issue. If we
offer to our Shareholders rights to subscribe for additional Shares or any rights of any other nature
or other equity issues, we will have the discretion and be subject to the relevant laws, rules and
regulations as to the procedures to be followed in making such rights offering available to our
existing Shareholders or in disposing of such rights for the benefit of such Shareholders and
making the net proceeds available to them. We may choose not to offer the rights or other equity
issues to our Shareholders or investors having an address outside Singapore, hence overseas
Shareholders or investors may be unable to participate in future offerings of our Shares and may
experience dilution of their interests in our Company.
53
ISSUE STATISTICS
PLACEMENT PRICE
30.00 cents
NTA
NTA per Share based on the unaudited consolidated balance sheet of our Group
as at 30 June 2014 after adjusting for the issue of the Pre-IPO New Shares, LPL
Shares and PPCF Shares (the Adjusted NTA):
(a)
before adjusting for the estimated net proceeds from the issue of
Placement Shares and based on our Companys pre-Placement share
capital of 219,078,800 Shares
2.71 cents
(b)
after adjusting for the estimated net proceeds from the issue of Placement
Shares and based on our Companys post-Placement share capital of
267,078,800 Shares
7.32 cents
Premium of Placement Price over the Adjusted NTA per Share as at 30 June
2014:
(a)
before adjusting for the estimated net proceeds from the issue of
Placement Shares and based on our Companys pre-Placement share
capital of 219,078,800 Shares
1,007.0%
(b)
after adjusting for the estimated net proceeds from the issue of Placement
Shares and based on our Companys post-Placement share capital of
267,078,800 Shares
309.8%
Unaudited EPS of our Group for TTM based on our Companys post-Placement
share capital of 267,078,800 Shares
2.30 cents
Unaudited EPS of our Group for TTM based on our Companys post-Placement
share capital of 267,078,800 Shares, assuming the Service Agreements had
been in place since 1 July 2013
1.96 cents
Audited EPS of our Group for FY2013 based on our Companys post-Placement
1.73 cents
Audited EPS of our Group for FY2013 based on our Companys post-Placement
share capital of 267,078,800 Shares, assuming the Service Agreements have
been in place since 1 January 2013
1.30 cents
EPS
54
ISSUE STATISTICS
PRICE EARNINGS RATIO (PER)
Unaudited PER based on the Placement Price and the unaudited EPS of our
Group for TTM
13.0 times
Unaudited PER based on the Placement Price and the unaudited EPS of our
Group for TTM, assuming the Service Agreements had been in place since 1
July 2013
15.3 times
Audited PER based on the Placement Price and the audited EPS of our Group
for FY2013
17.3 times
Audited PER based on the Placement Price and the audited EPS of our Group
for FY2013, assuming the Service Agreements have been in place since 1
January 2013
23.1 times
NET OPERATING CASH FLOW (1)

Audited net operating cash flow per Share of our Group for FY2013 based on
our Companys post-Placement share capital of 267,078,800 Shares
0.86 cents
Audited net operating cash flow per Share of our Group for FY2013 based on
our Companys post-Placement share capital of 267,078,800 Shares, assuming
the Service Agreements had been in place since 1 January 2013
0.38 cents
PRICE TO NET OPERATING CASH FLOW

Ratio of Placement Price to audited net operating cash flow per Share of our
Group for FY2013 based on our Companys post-Placement share capital of
267,078,800 Shares
34.9 times
Ratio of Placement Price to audited net operating cash flow per Share of our
Group for FY2013 based on our Companys post-Placement share capital of
267,078,800 Shares, assuming the Service Agreements have been in place
since 1 January 2013
78.9 times
MARKET CAPITALISATION
Market capitalisation based on the Placement Price and our Companys
post-Placement share capital of 267,078,800 Shares
Note:
(1)
Net operating cash flow refers to net cash from operating activities.
55
S$80.1 million
USE OF PROCEEDS AND LISTING EXPENSES

Use of Proceeds
The estimated net proceeds to be raised by our Company from the Placement, after deducting the
aggregate estimated cash expenses in relation to the Placement of approximately S$1.9 million,
will be approximately S$12.5 million.
We intend to use our gross proceeds from the issue of the Placement Shares for the following
purposes:
Amount
(S$000)
Estimated amount allocated for

each dollar raised by our
Company (as a percentage of
the gross proceeds to be raised
by us from the issue of the
Placement Shares)
Expansion of our business operations

including potential acquisitions
8,000
55.6%
Capital expenditure on information

technology infrastructure
1,000
6.9%
General working capital
3,521
24.5%
12,521
87.0%
1,879
13.0%
14,400
100.0%
Intended Use
Net proceeds
Estimated listing expenses
Gross proceeds
(1)
Note:
(1)
These refer to the cash expenses payable by our Company in connection with the Placement and excludes the
management fee payable to the Sponsor and Issue Manager pursuant to the Management Agreement which will be
satisfied in full by the issue and allotment of 2,191,000 PPCF Shares.
Please refer to the section entitled General Information on our Group Business Strategies and
Future Plans of this Offer Document for more details on the future plans of our Group.
The foregoing discussion represents the best estimate of our allocation of the net proceeds of the
Placement based on our current plans and estimates regarding our anticipated expenditures. Our
actual expenditures may vary from these estimates and we may find it necessary or advisable to
reallocate the proceeds within the categories described above or to use portions of the proceeds
for other purposes. In the event we decide to reallocate such proceeds for other purposes, we will
publicly announce its intention to do so through a SGXNET announcement on the internet at the
SGX-ST website, http://www.sgx.com. In addition, our Company will make periodic
announcements on the use of the proceeds from the Placement as and when the proceeds from
the Placement are materially disbursed, and provide a status report on the use of the proceeds
from the Placement in our annual reports.
Pending the deployment of the net proceeds from the issue of Placement Shares as aforesaid, the
funds will be placed in short-term deposits with banks and financial institutions or invested in
money making instruments as our Directors may, in their absolute discretion, deem fit.
56
USE OF PROCEEDS AND LISTING EXPENSES

In the event that the amount set aside to meet the estimated expenses in relation to the Placement
is in excess of the actual expenses incurred, such amount will be made available for our working
capital purposes. In the reasonable opinion of our Directors, there is no minimum amount which
must be raised by the Placement.
Listing Expenses
The estimated cash expenses payable by our Company in connection with the Placement and the
application for Listing, including the placement commission, management fees, legal and audit
fees, fees payable to the SGX-ST and all other incidental expenses in relation to the Placement
are estimated to amount to approximately S$1.9 million.
For each Singapore dollar of the proceeds from the Placement, approximately S$0.13 will be used
to pay for expenses incurred in connection with the Listing. A breakdown of these expenses is as
follows:
Estimated
Amount
(S$000)
Listing Expenses
Listing and application fees
Professional fees
(1)
Placement commission
57
0.4
1,211
8.4
432
3.0
179
1.2
1,879
13.0
(2)
Miscellaneous expenses
Total
As a percentage of the gross

proceeds from the Placement
(%)
Notes:
(1)
These refer to the cash expenses payable by our Company in connection with the Placement and excludes the
management fee payable to the Sponsor and Issue Manager pursuant to the Management Agreement which will be
satisfied in full by the issue and allotment of 2,191,000 PPCF Shares.
(2)
The amount of placement commission per Placement Share, agreed upon between the Placement Agent and our
Company is 3.0% of the Placement Price payable for each Placement Share. Please refer to the section entitled
General and Statutory Information Management and Placement Arrangements of this Offer Document for more
details.
Subscribers of the Placement Shares may be required to pay brokerage or other similar fees of
1.0% of the Placement Price (and the prevailing GST thereon, if applicable) to the Placement
Agent or any sub-placement agent that may be appointed by the Placement Agent.
57
DIVIDEND POLICY
Our Company was incorporated on 9 December 2010 and has declared or paid dividends to the
then shareholders in respect of each of the last three (3) financial years ended 31 December 2011,
2012 and 2013 and the period from 1 January 2014 to the Latest Practicable Date:
Tax-exempt dividends paid in respect of
FY2011
FY2012
Total
(RM000)
Per
share (1)
(sen)
4,760
1.78
FY2013
Total
(RM000)
Per
share (1)
(sen)
Total
(RM000)
Per
share (1)
(sen)
6,600
2.47
5,500
2.06
1 January 2014 to the

Per
Total
share (1)
(RM000)
(sen)
10,736
4.02
Note:
(1)
For comparative purpose, the tax-exempt dividends per share has been computed based on our Companys
post-Placement share capital of 267,078,800 Shares.
We currently do not have a fixed dividend policy. The form, frequency and amount of future
dividends on our Shares that our Directors may recommend or declare in respect of any particular
financial year or period will be subject to the factors outlined below as well as any other factors
deemed relevant by our Directors:
(a)
the level of our cash and retained earnings;
(b)
our actual and projected financial performance;
(c)
our projected levels of capital expenditure and expansion plans;
(d)
our working capital requirements and general financing condition; and
(e)
restrictions on payment of dividends imposed on us by our financing arrangements (if any).
We may declare an annual dividend subject to the approval of our Shareholders in a general
meeting but the amount of such dividend shall not exceed the amount recommended by our
Directors. Our Directors may also declare an interim dividend without the approval of our
Shareholders. Our Company may pay all dividends to our Shareholders out of our profits or
pursuant to Section 140 of the Labuan Companies Act.
The amount of dividends declared and paid by us in the past should not be taken as an indication
of the dividends payable in the future. No inference shall or can be made from any of the foregoing
statements as to our actual future profitability or ability to pay dividends in any of the periods
discussed. There can be no assurance that dividends will be paid in the future or of the amount
or timing of any dividends that will be paid in the future.
Depositors who hold Shares through CDP will receive dividends from our Company in Singapore
Dollars. CDP will make the necessary arrangements to convert the dividends received from our
Company into Singapore Dollars equivalent at such foreign exchange rate as CDP may determine
for onward distribution to such Depositors entitled thereto. Neither our Company nor CDP will be
liable for any loss howsoever arising from the conversion of the dividend entitlement of Depositors
holding their Shares through CDP into the Singapore Dollar equivalent.
58
DIVIDEND POLICY
All dividends are paid pro-rata among the Shareholders in proportion to the amount paid up on
each Shareholders Shares, unless the rights attached to an issue of any Shares provides
otherwise. Notwithstanding the foregoing, the payment by our Company to CDP of any dividend
payable to a Shareholder whose name is entered in the Depository Register shall, to the extent
of payment made to CDP, discharge our Company from any liability to that Shareholder in respect
of that payment.
Information relating to taxes payable on dividends is set out in the section entitled Taxation of
this Offer Document.
59
SHARE CAPITAL
Our Company (company registration number: LL07968) was incorporated in Labuan, Malaysia on
9 December 2010 under the Labuan Companies Act as a company limited by shares under the
name of ZI Holdings Inc.. Our Company changed its name to ZICOlaw Holdings Inc. on 30 June
2011 and subsequently to ZICO Holdings Inc. on 30 April 2014.
Our issued and paid-up share capital as at the date of incorporation was US$3,000, comprising
3,000 Shares. As at 30 June 2014, our issued and paid-up share capital was US$3,157,813,
comprising 1,057,850 Shares.
Pursuant to the extraordinary general meeting held on 19 September 2014, our Shareholders
approved, inter alia, the following:
(i)
the sub-division of each ordinary share in the existing issued share capital of our Company
into such number of ordinary shares that the Directors of our Company deem fit;
(ii)
the adoption of a new set of Articles of Association;
(iii)
the allotment and issue of the Placement Shares, the LPL Shares, the Pre-IPO New Shares,
and the PPCF Shares in part satisfaction of fees as Sponsor and Issue Manager, which
when allotted, issued and fully-paid, will rank pari passu in all respects with the existing
issued Shares;
(iv)
the adoption of the ZICO Holdings Performance Share Plan, details of which are set out in
the section entitled The ZICO Holdings Performance Share Plan of this Offer Document,
and also in Appendix H Rules of the ZICO Holdings Performance Share Plan of this Offer
Document;
(v)
the adoption of the ZICO Holdings Employee Share Option Scheme, details of which are set
out in the section entitled The ZICO Holdings Employee Share Option Scheme of this Offer
Document, and also in Appendix I Rules of the ZICO Holdings Employee Share Option
Scheme of this Offer Document;
(vi)
the authority be given to our Directors to allot and issue Shares upon the grant of Awards
under the ZICO Holdings Performance Share Plan and the exercise of Options granted
under the ZICO Holdings Share Option Scheme;
(vii)
the listing and quotation of all the issued Shares (including the Placement Shares to be
allotted and issued pursuant to the Placement, LPL Shares, Pre-IPO New Shares, PPCF
Shares, Performance Shares and Option Shares) on Catalist;
(viii) the authority be given to our Directors to (i) issue Shares whether by way of rights, bonus
or otherwise; (ii) make or grant offers, agreements or options (collectively, Instruments)
that might or would require Shares to be issued, including but not limited to the creation and
issue of (as well as adjustments to) warrants, debentures or other instruments convertible
into Shares, at any time and upon such terms and conditions and for such purposes and to
such persons as our Directors may in their absolute discretion deem fit; and (iii)
(notwithstanding the authority conferred by this resolution may have ceased to be in
force)issue Shares in pursuance of any Instruments made or granted by the Directors while
this resolution was in force, provided that:
(1)
the aggregate number of Shares (including Shares to be issued in pursuance of the

Instruments, made or granted pursuant to this resolution) and Instruments to be issued
pursuant to this resolution shall not exceed 100.0% of the total number of issued
Shares (excluding treasury shares) in the capital of our Company (as calculated in
60
SHARE CAPITAL
accordance with sub-paragraph (2) below), of which the aggregate number of Shares
to be issued (including Shares to be issued pursuant to the Instruments) other than on
a pro rata basis to existing Shareholders shall not exceed 50.0% of the total number
of issued Shares (excluding treasury shares) in the capital of our Company (as
calculated in accordance with sub-paragraph (2) below);
(ix)
(2)
(subject to such calculation as may be prescribed by the SGX-ST) for the purpose of
determining the aggregate number of Shares (including Shares to be issued pursuant
to the Instruments) that may be issued under sub-paragraph (1) above, the percentage
of Shares that may be issued shall be based on the total number of issued Shares of
our Company (excluding treasury shares) immediately after the Placement, after
adjusting for: (a) new Shares arising from the conversion or exercise of the
Instruments or any convertible securities; (b) new Shares arising from exercising share
options or vesting of share awards outstanding and subsisting at the time of the
passing of this authority; and (c) any subsequent bonus issue, consolidation or
sub-division of Shares;
(3)
in exercising such authority, our Company shall comply with the provisions of the
Catalist Rules for the time being in force (unless such compliance has been waived by
the SGX-ST) and the Articles of Association for the time being of our Company; and
(4)
unless revoked or varied by our Company in a general meeting, such authority shall
continue in force until (i) the conclusion of the next annual general meeting of our
Company or (ii) the date by which the next annual general meeting of our Company is
required by law to be held, whichever is the earlier.
that without prejudice to the generality of, and pursuant and subject to the approval of the
general mandate to issue Shares set out in (viii) above, any Director be and is hereby
authorised to issue Shares other than on a pro-rata basis to the Shareholders, at a discount
not exceeding 10.0% of the weighted average price of the Shares for trades done on the
SGX-ST for the full Market Day on which the placement or subscription agreement is signed
(or if not available, the weighted average price based on the trades done on the preceding
Market Day up to the time the placement or subscription agreement is signed), at any time
and upon such terms and conditions and for such purposes and to such persons as our
Directors may in their absolute discretion deem fit, provided that,
(1)
in exercising such authority so conferred in this paragraph (ix), our Company shall
comply with the provisions of the Catalist Rules for the time being in force (unless such
compliance has been waived by the SGX-ST) and the Articles of Association for the
time being of our Company; and
(2)
unless revoked or varied by our Company in general meeting, the authority so

conferred in this paragraph (ix) shall continue in force until the conclusion of the next
annual general meeting of our Company or the date by which the next annual general
meeting of our Company is required by law to be held, whichever is the earlier.
As at the date of this Offer Document, there is only one (1) class of Shares in the capital of
our Company, being the Shares. A summary of the Articles of Association of our Company
relating to, among others, the voting rights and privileges of our Shareholders is set out in
Appendix F Selected Extracts of our Articles of Association of this Offer Document.
61
SHARE CAPITAL
There is no founder, management, deferred or unissued Shares reserved for issuance for
any purpose. The Placement Shares shall have the same interest and voting rights as our
existing Shares that were issued prior to this Placement and there are no restrictions on the
free transferability of our Shares.
Save for the Options to be granted to the Selected Individuals pursuant to the ZICO
Holdings Employee Share Option Scheme, no person has, or has the right to be given, an
option to subscribe for or purchase any securities of our Company, our subsidiaries or
Associated Companies. Save for the Options to be granted to the Selected Individuals, no
option to subscribe for Shares in our Company has been granted to, or was exercised by,
any of our Directors or Executive Officers. In addition, no participant has been identified
and/or granted an Award for any Performance Shares by the Remuneration Committee
pursuant to the ZICO Holdings Performance Share Plan.
As at the date of this Offer Document, the issued and paid-up share capital of our Company
is US$4,561,281 comprising 219,078,800 Shares. Upon the allotment and issue of
Placement Shares, the resultant issued and paid-up share capital of our Company will be
increased to US$15,240,377 comprising 267,078,800 Shares.
Details of the changes in the issued and paid-up share capital of our Company since
incorporation and the resultant issued and paid-up share capital immediately after the
Placement are set out below:
Number of
Issued Shares
Issued and fully paid-up Shares as at the
incorporation of our Company
Issue of new Shares by way of bonus issue
Issued and
paid-up share
capital
(US$)
3,000
997,000
3,000
997,000
Issued and paid-up share capital as at

31 December 2013
Issue of new Shares
1,000,000
57,850
1,000,000
2,157,813

30 June 2014
Issue of Tranche 1 of Pre-IPO New Shares
1,057,850
15,112
3,157,813
520,626
Subtotal
1,072,962
3,678,439

Latest Practicable Date after Sub-Division
Issue of LPL Shares
Issue of Tranche 2 of Pre-IPO New Shares
Issue of PPCF Shares
214,592,400
1,000,000
1,295,400
2,191,000
3,678,439
162,384
204,570
515,888
Issued and paid-up share capital immediately

before the Placement
Placement Shares issued pursuant to the Placement
219,078,800
48,000,000
4,561,281
10,679,096 (1)
Post-Placement issued and paid-up share capital
267,078,800
15,240,377
Note:
(1)
Takes into account the set-off of our Companys share of the estimated listing expenses of approximately
S$0.8 million against share capital. The remaining share of the estimated listing expenses of approximately
S$1.7 million will be charged directly to the income statement of our Group.
62
SHARE CAPITAL
The issued share capital and the shareholders equity of our Company (a) as at
incorporation; (b) as at 30 June 2014; (c) after adjustments to reflect the Sub-Division, LPL
Shares, Pre-IPO New Shares and PPCF Shares and (d) after the adjustments to reflect the
issue of the Placement Shares pursuant to the Placement are set forth below. This should
be read in conjunction with the sections entitled Independent Auditors Report and Audited
Consolidated Financial Statements of ZICO Holdings Inc. and its Subsidiaries for the
Financial Years Ended 31 December 2011, 2012 and 2013, the Independent Auditors
Review Report and Unaudited Interim Condensed Consolidated Financial Statements of
ZICO Holdings Inc. and its Subsidiaries for the Financial Period from 1 January 2014 to 30
June 2014 and the Independent Auditors Assurance Report and Unaudited Pro Forma
Consolidated Financial Information of ZICO Holdings Inc. and its Subsidiaries for the
Financial Year Ended 31 December 2013 and the Financial Period from 1 January 2014 to
30 June 2014 as set out in Appendices A, B and C respectively of this Offer Document.
(RM000)
Issued and fully
paid-up shares
(number of shares)
As at
As at
Incorporation 30 June 2014
After Sub-Division,
the issue of LPL
Shares, Pre-IPO
New Shares and
PPCF Shares
After the
Placement
267,078,800
3,000
1,057,850
219,078,800
10
10,209
14,758
49,713(1)
Retained earnings
6,889
6,889
2,436(2)
Foreign currency
translation account
Equity attributable
to owners of the
parent
10
Share capital
(446)
16,651
(446)
21,201
(446)
51,703
Notes:
(1)
Takes into account the set-off of our Companys share of the estimated listing expenses of approximately
S$0.8 million against share capital. The remaining share of the estimated listing expenses of approximately
S$1.7 million will be charged directly to the income statement of our Group.
(2)
Includes the estimated listing expenses of approximately S$1.7 million.
Save as disclosed in this section, and in the table below, there have been no other changes
in the share capital of our Company since the date of its incorporation.
Save as set out in this section and in the following table, there were no changes in the
issued and paid-up share capital or changes to the registered share capital of our Company,
its subsidiaries and Associated Companies within the three (3) years preceding the Latest
Practicable Date:
63
SHARE CAPITAL
Date of Issue
Number of
shares issued/
Registered
capital
contributed
Subscription
price
per share
Our Company(1)
1 November 2013
31 March 2014
15 April 2014
19 September 2014
997,000
29,850
28,000
15,112
US$1.00
US$31.25
US$43.75
US$34.45
Our Subsidiaries
Allshores Trust
12 November 2012
1 February 2013
23 April 2014
1
249,000
50,000
1,000
ASEAN Advisory
22 April 2014
ZICO Indonesia
21 September 2012
ZICO IP
30 October 2012
ZICO RMC
22 April 2014
ZICO Secretarial (L)
29 April 2014
ZICOlaw Myanmar
24 January 2013
7 May 2014
Our Associated Company
GASB
2 June 2011
Purpose
of issue
capital
capital
capital
capital
US$1,000,000
US$1,932,813
US$3,157,813
US$3,678,439
S$1.00
S$1.00
S$1.00
Working capital
Working capital
Working capital
S$1.00
S$250,000
S$300,000
S$1.00
Working capital
S$1,000
300,000
US$1.00
Working capital
US$300,000
US$1.00
Working capital
US$1.00
S$1.00
Working capital
S$1,000
US$1.00
Working capital
US$100
1,000
100
2,125
2,450
198
MMK10,000
MMK10,000
RM1.00
Working
Working
Working
Working
Resultant
paid-up share
capital/
Registered
capital
Working capital MMK21,250,000

Working capital MMK45,750,000
Working capital
RM200
Note:
(1)
The table above does not include changes in preference shares of our Company as these preference shares
are classified as liabilities in the balance sheet of the Company and do not contribute towards the share
capital. As at 30 June 2014, there were 232,528 preference shares, out of which 116,264 preference shares
have been redeemed and the remaining 116,264 preference shares cancelled prior to the lodgement of the
Offer Document.
Save as disclosed in this section, no share in or debenture of our Company or our

subsidiaries or Associated Companies have been issued, or is proposed to be issued, as
fully or partly paid-up for cash, or for a consideration other than cash, since the date of
incorporation of our Company and our subsidiaries and Associated Companies and up to
the Latest Practicable Date.
64
65
(1)
Loh Wei Lian
Lim Kar Han
(2)
14,420,000
14,420,000
John Lim
571,400
6,180,000
13,390,000
102,916,200
Chew Liong Kim
Stephen A. Maloy(3)
Robert Liew(2)
Kelvin Ng
(2)
Chew Seng Kok
Ng Quek Peng
Directors
6.6
6.6
0.3
2.8
6.1
47.0
200,000
1,428,600
200,000
200,000
6,000,000
0.7
2.7
Before the Placement

Direct Interest
Deemed Interest
Number of
Number of
Shares
%
Shares
%
14,420,000
14,420,000
571,400
6,180,000
13,390,000
102,916,200
5.4
5.4
0.2
2.3
5.0
38.5
200,000
1,428,600
200,000
200,000
6,000,000
0.5
2.2
After the Placement

Direct Interest
Deemed Interest
Number of
Number of
Shares
%
Shares
%
14,620,000
14,420,000
571,400
6,380,000
13,590,000
102,916,200
5.4
5.3
0.2
2.4
5.0
38.0
1,428,600
6,000,000
0.5
2.2
After the Placement and assuming the

exercise of the Options(4)
Direct Interest
Deemed Interest
Number of
Number of
Shares
%
Shares
%
The Directors and Substantial Shareholders of our Company and their respective shareholdings immediately before and after the Placement are set out
as follows:
SHAREHOLDING AND OWNERSHIP STRUCTURE
SHAREHOLDERS
66
1,428,600
(3)
Total
Public
PPCF
(6)
(2)
6,463,800
Pre-IPO Investors(7)
1.0
3.0
2.7
0.7
23.3
219,078,800 100.0
2,191,000
6,000,000
Leandar Pte. Ltd.
(1)
First Eagle Sdn. Bhd.
51,097,800
Other shareholders(5)(2)
Other Shareholders
2,080,000
2,159,000
820,000
1.0
Before the Placement

Direct Interest
Deemed Interest
Number of
Number of
Shares
%
Shares
%
18.0
0.8
2.4
2.2
0.6
19.1
267,078,800 100.0
48,000,000
2,191,000
6,463,800
6,000,000
1,428,600
51,097,800
2,080,000
2,159,000
820,000
0.8
After the Placement

Direct Interest
Deemed Interest
Number of
Number of
Shares
%
Shares
%
SHAREHOLDERS
0.8
17.7
0.8
2.4
2.2
0.6
19.2
270,578,800 100.0
2,080,000
48,000,000
2,191,000
6,463,800
6,000,000
1,428,600
51,917,800
2,159,000
0.8
After the Placement and assuming the

exercise of the Options(4)
Direct Interest
Deemed Interest
Number of
Number of
Shares
%
Shares
%
SHAREHOLDERS
Notes:
(1)
All the issued shares in LPL, which is a company incorporated under the laws of Singapore, are held by Chew Seng
Kok. By virtue of Section 7(4) of the Companies Act, Chew Seng Kok is deemed interested in 2.2% of the issued
share capital of our Company held by LPL post-Placement.
(2)
There are a total of 3,500,000 Options to be granted to the Selected Individuals after the registration of this Offer
Document with SGX-ST acting as agent on behalf of the Authority and prior to the date of admission of the Company
on the Catalist. The Selected Individuals may only exercise the Options two (2) years after the date of the grant. By
virtue of Section 7(6)(c) of the Companies Act, the Selected Individuals are deemed interested in the share capital
of our Company.
(3)
First Eagle Sdn. Bhd. is a company incorporated in Malaysia. Ong Lei Ping, Stephen A. Maloys wife holds 90% of
the shareholding interests in First Eagle Sdn. Bhd. and Stephen A. Maloys brother-in-law holds 10% of the
shareholding interests in First Eagle Sdn. Bhd. Stephen A. Maloy is thus deemed interested in 0.6% of the issued
share capital of our Company held by First Eagle Sdn. Bhd post-Placement.
(4)
This column illustrates the respective shareholdings of our Directors and Shareholders assuming that the Options
granted pursuant to the ZICO Holdings Employee Share Option Scheme are exercised immediately after the
Placement. For the avoidance of doubt, the Selected Individuals may exercise the Options only two (2) years after
the date of grant.
(5)
Comprises partners and lawyers of members of the ZICOlaw Network other than our Subsidiary Law Firms, none
of whom holds 5.0% or more of the issued share capital of our Company.
(6)
Pursuant to the Management Agreement and as part of PPCFs management fees as the Sponsor and Issue
Manager, our Company issued and allotted to PPCF 2,191,000 PPCF Shares, representing 1.0% of the issued share
capital of our Company prior to the Placement, at the Placement Price for each Share. After the expiry of the relevant
moratorium periods as set out in the section entitled Shareholders Moratorium of this Offer Document, PPCF may
dispose its shareholding interests in our Company at its discretion.
(7)
Pre-IPO Investors comprise Kek Chin Wu, Chun Kwong Pong, Leow Kar Hue and Brownbear Holdings Limited as
follows:
Before Placement
Direct Interest
After the Placement
Deemed Interest
Pre-IPO Investors
Number of
Shares
Kek Chin Wu
2,158,800
1.0
Chun Kwong Pong(1)
1,513,400
0.7
645,600
Leow Kar Hue(1)

Brownbear Holdings Limited(2)
Number of
Shares
Direct Interest
Deemed Interest
Number of
Shares
2,158,800
0.8
645,600
0.3
1,513,400
0.6
645,600
0.2
0.3
1,513,400
0.7
645,600
0.2
1,513,400
0.6
2,146,000
1.0
2,146,000
0.8
6,463,800
3.0
2,159,000
1.0
6,463,800
2.4
2,159,000
0.8
Number of
Shares
Notes:
(1)
Leow Kar Hue is the spouse of Chun Kwong Pong. They are therefore deemed interested in each others
interests in the shares of our Company.
(2)
Brownbear Holdings Limited is wholly-owned by Ahmad Abdul Hamid, who is a non-executive director of our
subsidiary, ZICO Shariah.
Save as disclosed above, there are no relationships among our Directors, Substantial
Shareholders and Executive Officers.
As at the Latest Practicable Date, our Company has only one (1) class of shares, being our Shares
which are in registered form. There is no restriction on the transfer of fully paid Shares in scripless
form except where required by law or the Catalist Rules.
The Shares held by our Directors and Substantial Shareholders do not carry voting rights that are
different from the Placement Shares.
67
SHAREHOLDERS
Our Directors are not aware of any arrangement, the operation of which may, at a subsequent
date, result in a change in control of our Company. There has been no public take-over offer by
a third party in respect of our Shares or by our Company in respect of the shares of another
corporation or units of business trust which has occurred between the date of the incorporation of
our Company to the Latest Practicable Date.
Save as disclosed above, our Company is not directly or indirectly owned or controlled, whether
jointly or severally by any other corporation, government or person.
Save as disclosed above and in the sections entitled Restructuring Exercise and Share Capital
of this Offer Document, no shares or debentures were issued or agreed to be issued by our
Company for cash or for a consideration other than cash since the date of incorporation of our
Company and up to the date of lodgement of this Offer Document.
There are no Shares in our Company that are held by or on behalf of our Company or by the
subsidiaries of our Company.
PRE-IPO INVESTORS
Pursuant to the Subscription Agreement dated 28 July 2014, Kek Chin Wu, Chun Kwong Pong and
Leow Kar Hue subscribed for new Shares in our Company at a discount of 30.0% to the Placement
Price.
In addition, Brownbear Holdings Limited has agreed to purchase existing Shares from Chew Seng
Kok at a total consideration of S$643,800.
The details of the subscription and purchase of Shares by the Pre-IPO Investors are set out below:
Pre-IPO Investor
Number of Shares
subscribed/purchased
% of the post-Placement
share capital
2,158,800
0.8%
1,513,400
0.6%
645,600
0.2%
2,146,000
0.8%
Kek Chin Wu
Chun Kwong Pong (1)
Leow Kar Hue
(1)
Brownbear Holdings Limited (2)

Notes:
(1)
Leow Kar Hue is the spouse of Chun Kwong Pong.
(2)
Brownbear Holdings Limited is wholly-owned by Ahmad Abdul Hamid, who is a non-executive director of our
subsidiary, ZICO Shariah.
The sale and transfer by Chew Seng Kok of the Shares to Brownbear Holdings Limited was
completed on 10 October 2014. Brownbear Holdings Limited is wholly-owned by Ahmad Abdul
Hamid, who is a non-executive director of our subsidiary, ZICO Shariah.
cfSolutions which is the Malaysian Financial Adviser to ZICO Malaysia, is wholly-owned by Chun
Kwong Pong and Leow Kar Hue. Kek Chin Wu is an Associate Partner of cfSolutions.
68
SHAREHOLDERS
Save as disclosed above, none of the Pre-IPO Investors has any position, office or other material
relationship with our Company, Directors and/or Controlling Shareholder within the last three (3)
years before the date of the lodgement of this Offer Document.
None of the Pre-IPO Investors is related to any of our Directors, Controlling Shareholder or their
Associates.
None of our Directors, Controlling Shareholder or their Associates has any direct or indirect
interest in the shares held by the Pre-IPO Investors.
SIGNIFICANT CHANGES IN PERCENTAGE OF OWNERSHIP
Save as disclosed above and in the section entitled Share Capital of this Offer Document, there
were no significant changes in the percentage of ownership of Shares in our Company within the
last three (3) years preceding the Latest Practicable Date.
MORATORIUM
Managing Director and Executive Directors Chew Seng Kok, Robert Liew and Kelvin Ng
As a demonstration of their commitment to our Group, our Managing Director, Chew Seng Kok,
and our Executive Directors, Robert Liew and Kelvin Ng who hold an aggregate of 122,486,200
Shares have individually (representing approximately 45.9% of our Companys post-Placement
share capital), have individually undertaken not to, inter alia, sell, transfer, assign, dispose of, or
realise or enter into any agreement that will directly or indirectly constitute or will be deemed as
a disposal of any part of their respective shareholdings in our Company immediately after the
Placement for a period of 12 months commencing from our Companys date of admission to
Catalist, and for a period of 12 months thereafter not to sell, transfer, assign, dispose of, realise
or enter into any agreement that directly or indirectly constitute or will be deemed as a disposal
of any part of their respective shareholding interests in our Company to below 50.0% of their
original shareholdings in our Company.
In addition, Robert Liew and Kelvin Ng will be granted Options as Selected Individuals under the
ZICO Holdings Employee Share Option Scheme. Please refer to the section entitled Directors,
Management and Staff Options Granted to Selected Individuals for more information. Each of
them has undertaken not to, inter alia, enter into any agreement that will directly or indirectly
constitute or will be deemed as a disposal of any part of their respective interests in our Company
immediately after the Placement for a period of 12 months commencing from our Companys date
of admission to Catalist, and for a period of 12 months thereafter not to, inter alia, enter into any
agreement that directly or indirectly constitute or will be deemed as a disposal of any part of their
respective interests in our Company to below 50.0% of their original interests.
Non-Executive Director Stephen A. Maloy
Our Non-Executive Director, Stephen A. Maloy, who holds 571,400 Shares (representing
approximately 0.2% of our Companys post-Placement share capital), has undertaken not to, inter
alia, sell, transfer, assign, dispose of, or realise or enter into any agreement that will directly or
indirectly constitute or will be deemed as a disposal of any part of his shareholdings in our
Company immediately after the Placement for a period of 12 months commencing from our
Companys date of admission to Catalist, and for a period of 12 months thereafter not to sell,
69
SHAREHOLDERS
transfer, assign, dispose of, realise or enter into any agreement that directly or indirectly constitute
or will be deemed as a disposal of any part of his shareholding interests in our Company to below
50.0% of his original shareholdings in our Company.
First Eagle Sdn. Bhd.
First Eagle Sdn. Bhd. which holds 1,428,600 Shares (representing approximately 0.6% of our
Companys post-Placement share capital), has undertaken not to, inter alia, sell, transfer, assign,
dispose of, or realise or enter into any agreement that will directly or indirectly constitute or will
be deemed as a disposal of any part of its shareholdings in our Company immediately after the
Placement for a period of six (6) months commencing from our Companys date of admission to
Catalist, and for a period of six (6) months thereafter not to sell, transfer, assign, dispose of,
realise or enter into any agreement that directly or indirectly constitute or will be deemed as a
disposal of any part of its shareholding interests in our Company to below 50.0% of its original
shareholdings in our Company.
Ong Lei Ping, Stephen A. Maloys wife who owns 90% of the shareholding interests in First Eagle
Sdn. Bhd., has undertaken (a) not to, inter alia, sell, transfer, assign, dispose of, or realise or enter
into any agreement that will directly or indirectly constitute or will be deemed as a disposal of any
part of her shareholdings in First Eagle Sdn. Bhd. for a period of twelve (12) months commencing
from the Companys date of admission to Catalist, and (b) to procure First Eagle Sdn. Bhd. not to
inter alia, sell, transfer, assign, dispose of, or realise or enter into any agreement that will directly
or indirectly constitute or will be deemed as a disposal of any part of its shareholdings in our
Company for a period of six (6) months commencing from the Companys date of admission to
Catalist, and for a period of six (6) months thereafter to procure First Eagle Sdn. Bhd. not to sell,
transfer, pledge, assign, grant any option to, dispose of, realise or enter into any agreement that
directly or indirectly constitute or will be deemed as a disposal of any part of its shareholdings to
below 50.0% of its original shareholding interest in our Company.
Executive Officer Paul Subramaniam
As a demonstration of his commitment to our Group, our Executive Officer, Paul Subramaniam
who holds an aggregate of 6,180,000 Shares (representing approximately 2.3% of our Companys
post-Placement share capital), has undertaken not to, inter alia, sell, transfer, assign, dispose of,
or realise or enter into any agreement that will directly or indirectly constitute or will be deemed
as a disposal of any part of his shareholdings in our Company immediately after the Placement
for a period of 12 months commencing from our Companys date of admission to Catalist, and for
a period of 12 months thereafter not to sell, transfer, assign, dispose of, realise or enter into any
agreement that directly or indirectly constitute or will be deemed as a disposal of any part of his
shareholding interests in our Company to below 50.0% of his original shareholdings in our
Company.
In addition, Paul Subramaniam will be granted Options pursuant to the ZICO Holdings Employee
Share Option Scheme. Please refer to the section entitled Directors Management and Staff
Options Granted to Selected Individuals for more information. He has undertaken not to, inter
alia, enter into any agreement that will directly or indirectly constitute or will be deemed as a
disposal of any part of his interests in our Company immediately after the Placement for a period
of 12 months commencing from our Companys date of admission to Catalist, and for a period of
12 months thereafter not to, inter alia, enter into any agreement that directly or indirectly constitute
or will be deemed as a disposal of any part of his interests in our Company to below 50.0% of his
original interests.
70
SHAREHOLDERS
LPL
LPL, which holds 6,000,000 Shares (representing approximately 2.2% of our Companys
post-Placement share capital) of our Companys enlarged issued and paid-up share capital
immediately after the Placement, has undertaken not to, inter alia, sell, transfer, assign, dispose
of, or realise or enter into any agreement that will directly or indirectly constitute or will be deemed
as a disposal of any part of its shareholdings in our Company immediately after the Placement for
a period of six (6) months commencing from our Companys date of admission to Catalist, and for
a period of six (6) months thereafter not to sell, transfer, assign, dispose of, realise or enter into
any agreement that directly or indirectly constitute or will be deemed as a disposal of any part of
its shareholding interests in our Company to below 50.0% of its original shareholdings in our
Company.
In addition, Chew Seng Kok who owns the entire issued share capital of LPL has undertaken not
to, inter alia, sell, transfer, assign, dispose of, or realise or enter into any agreement that will
directly or indirectly constitute or will be deemed as a disposal of any part of his shareholdings in
LPL for a period of twelve (12) months commencing from the Companys date of admission to
Catalist, and (b) to procure LPL not to inter alia, sell, transfer, assign, dispose of, or realise or
enter into any agreement that will directly or indirectly constitute or will be deemed as a disposal
of any part of his shareholdings in our Company for a period of six (6) months commencing from
the Companys date of admission to Catalist, and for a period of six (6) months thereafter to
procure LPL not to sell, transfer, pledge, assign, grant any option to, dispose of, realise or enter
into any agreement that directly or indirectly constitute or will be deemed as a disposal of any part
of its shareholdings to below 50.0% of its original shareholding interest in our Company.
Lim Kar Han, Loh Wei Lian and Datuk Dr Nik Norzrul Thani Bin N. Hassan Thani
Lim Kar Han, Loh Wei Lian and Datuk Dr Nik Norzrul Thani Bin N. Hassan Thani, who hold an
aggregate of 39,140,000 Shares (representing approximately 14.7% of our Companys postPlacement share capital), have individually undertaken not to, sell, transfer, assign, dispose of, or
realise or enter into any agreement that will directly or indirectly constitute or will be deemed as
a disposal of any part of their shareholdings in our Company immediately after the Placement for
a period of 12 months commencing from our Companys date of admission to Catalist, and for a
period of 12 months thereafter not to sell, transfer, assign, dispose of, realise or enter into any
agreement that directly or indirectly constitute or will be deemed as a disposal of any part of their
shareholding interests in our Company to below 50.0% of their original shareholdings in our
Company.
Other shareholders (excluding Paul Subramaniam, Lim Kar Han, Loh Wei Lian and Datuk Dr
Nik Norzrul Thani Bin N. Hassan Thani)
Other shareholders (excluding Paul Subramaniam, Lim Kar Han, Loh Wei Lian and Datuk Dr Nik
Norzrul Thani Bin N. Hassan Thani who have each provided a moratorium as set out above), who
hold an aggregate of 34,617,800 Shares (representing approximately 13.0% of our Companys
post-Placement share capital), have individually undertaken not to, sell, transfer, assign, dispose
of, or realise or enter into any agreement that will directly or indirectly constitute or will be deemed
as a disposal of any part of their shareholdings in our Company immediately after the Placement
for a period of six (6) months commencing from our Companys date of admission to Catalist, and
for a period of six (6) months thereafter not to sell, transfer, assign, dispose of, realise or enter into
any agreement that directly or indirectly constitute or will be deemed as a disposal of any part of
their respective shareholding interests in our Company to below 50.0% of their original
shareholdings in our Company.
71
SHAREHOLDERS
PPCF
Pursuant to the Management Agreement and as part of PPCFs fees as the Sponsor and Issue
Manager, our Company issued and allotted to PPCF 2,191,000 PPCF Shares, at the Placement
Price to PPCF, representing 0.8% of the issued and paid-up share capital of our Company
post-Placement. PPCF has undertaken not to, among others, sell, contract to sell, transfer,
assign, pledge, dispose of, realise, grant any option to or enter into any agreement that will
directly or indirectly constitute or will be deemed as a disposal of any part of its shareholding
interest in our Company immediately after the Placement for a period of three (3) months
commencing from the date of our admission to Catalist. Upon completion of the aforesaid relevant
moratorium period, PPCF will dispose its shareholding interest in our Company at its discretion.
Pre-IPO Investors
Chun Kwong Pong, Leow Kar Hue and Kek Chin Wu were each issued and allotted 1,513,400
Pre-IPO New Shares, 645,600 Pre-IPO New Shares and 2,158,800 Pre-IPO New Shares
representing 0.6%, 0.2% and 0.8% of the issued share capital of our Company post-Placement
respectively. Chun Kwong Pong, Leow Kar Hue and Kek Chin Wu have individually undertaken not
to, among others, sell, contract to sell, transfer, assign, pledge, dispose of, realise, grant any
option to or enter into any agreement that will directly or indirectly constitute or will be deemed as
a disposal of any part of his or her shareholding interest in our Company immediately after the
Placement for a period of three (3) months commencing from the date of our admission to Catalist
and for a period of nine (9) months thereafter not to sell, transfer, assign, dispose of, realise or
enter into any agreement that directly or indirectly constitute or will be deemed as a disposal of
any part of his or her shareholding interests in 454,020 Shares, 193,680 Shares and 647,640
Shares respectively, being the profit portion of their investments as at the date of our Companys
admission to Catalist (the Pre-IPO Investors Profit Portion Shares).
The number of Pre-IPO Investors Profit Portion Shares being the profit portion of each of their
investments was calculated based on the difference between the value of the Pre-IPO Investors
Shares as at IPO and the value of their investments.
72
DILUTION
Dilution is the amount by which the Placement Price paid by the subscribers of our Shares in this
Placement exceeds our NTA per Share of our Group immediately after the Placement. Our
Adjusted NTA per Share before adjusting for the estimated net proceeds due to our Company from
the Placement and based on the pre-Placement issued and paid-up share capital of 219,078,800
Shares was 2.71 cents per Share.
Pursuant to the Placement in respect of 48,000,000 Placement Shares at the Placement Price, our
Adjusted NTA per Share after adjusting for the estimated net proceeds due to our Company from
the Placement and based on the post-Placement issued and paid-up share capital of 267,078,800
Shares would have been 7.32 cents. This represents an immediate increase in NTA per Share of
4.61 cents to our existing Shareholders and an immediate dilution in NTA per Share of 22.68 cents
or approximately 75.6% to our new public investors.
The following table illustrates the dilution in NTA per Share as at 30 June 2014:
Cents
Placement Price for each Share
30.00
NTA per Share as at 30 June 2014 adjusted for the issue of the Pre-IPO
New Shares, LPL Shares and PPCF Shares and based on the pre-Placement
2.71
Increase in NTA per Share attributable to existing Shareholders
4.61
NTA per Share after adjusting for the issue of the Pre-IPO New Shares,
LPL Shares, PPCF Shares and Placement Shares and based on the
post-Placement share capital of 267,078,800 Shares
7.32
Dilution in NTA per Share to new public investors
22.68
The following table summarises the total number of Shares acquired by and/or issued to our
Directors, Substantial Shareholders and other existing Shareholders since the incorporation of our
Company to the date of lodgement of this Offer Document, the total consideration and the average
price per Share paid by them and to the new public investors who subscribe for the Placement
Shares pursuant to the Placement:
Number of
Shares
Aggregate
consideration
(S$)
Average effective
cash cost per Share
(cents)
111,360,000
1,315,025
1.18
13,390,000
157,267
1.18
6,180,000
72,584
1.18
571,400
156,430
27.38
EXISTING SHAREHOLDERS
Directors
Chew Seng Kok
Kelvin Ng
Robert Liew
Stephen A. Maloy
73
DILUTION
Aggregate
consideration
(S$)
Number of
Shares
Average effective
cash cost per Share
(cents)
Lim Kar Han
14,420,000
169,363
1.18
Loh Wei Lian
14,420,000
169,363
1.18
101,097,800
2,065,602
2.04
391,122
27.38
210,001
3.50
6,463,800
1,554,557
24.05
2,191,000
657,300
30.00
48,000,000
14,400,000
30.00
Other Shareholders
Other shareholders (1)
First Eagle Sdn Bhd
LPL
1,428,600
6,000,000
Pre-IPO Investors
PPCF
(3)
NEW PUBLIC INVESTORS
(2)
Notes:
(1)
Comprises equity partners and lawyers of members of the ZICOlaw Network (excluding our Subsidiary Law Firms),
none of whom holds 5.0% or more of the issued share capital of our Company.
(2)
Pursuant to the transfer deed executed on 10 October 2014, Chew Seng Kok transferred five (5) million Shares to
LPL at a nominal consideration. LPL was then issued and allotted one (1) million Shares at the price of S$0.21 per
Share. All the issued shares in LPL are held by Chew Seng Kok.
(3)
Pursuant to the Management Agreement and as part of PPCFs management fees as the Sponsor and Issue
Manager, our Company issued and allotted to PPCF 2,191,000 PPCF Shares, representing 1.0% of the issued share
capital of our Company prior to the Placement, at the Placement Price for each Share. After the expiry of the relevant
moratorium periods as set out in the section entitled Shareholders Moratorium of this Offer Document, PPCF may
dispose of its shareholdings in our Company at its discretion.
(4)
The table does not include the exercise of the Options granted under the ZICO Holdings Employee Share Option
Scheme as the Selected Individuals may only exercise the Options granted to them two (2) years after the date of
grant. The Options will be granted to the Selected Individuals after the date of registration of this Offer Document
with SGX-ST acting as agent on behalf of the Authority and prior to the date of admission of our Company to the
Catalist.
Save as disclosed above and in the sections entitled Share Capital, Shareholders, and
General and Statutory Information of this Offer Document, none of our Directors or Substantial
Shareholders of our Company or their respective Associates have acquired any Shares during the
period of three (3) years prior to the date of this Offer Document.
74
RESTRUCTURING EXERCISE
Our Group was formed with our corporate history as set out in the section entitled General
Information on Our Group History of this Offer Document. Prior to and in preparation for the
Placement, we implemented the following Restructuring Exercise:
(a)
Disposal of ZICOlaw Singapore

On 31 March 2014, our Company resolved to dispose all of its interests in ZICOlaw
Singapore for an aggregate cash consideration of S$970,316, being a sum equal to the value
of the unaudited NTA of ZICOlaw Singapore as at 31 March 2014, to ZICOlaw Partners Sdn.
Bhd., a company wholly-owned by Lim Kar Han, Loh Wei Lian and Datuk Dr. Nik Norzrul
Thani Bin N. Hassan Thani. Pursuant thereto, our Company terminated the trust
arrangement with Chew Seng Kok and Robert Liew, thus enabling them to transfer their legal
interests in ZICOlaw Singapore to ZICOlaw Partners Sdn. Bhd., subject to the fulfilment of
all regulatory requirements.
(b)
Acquisition of shares representing 99.98% of the issued share capital of ZICOlaw Myanmar
Pursuant to the share transfer forms dated 9 April 2014 between Chew Seng Kok and Loh
Wei Lian (as transferors) and ZICO Malaysia (as transferee), ZICO Malaysia acquired 2,124
shares in ZICOlaw Myanmar, for a cash consideration of MMK21,240,000 being the amount
of the transferors cost of investment.
(c)
Restructuring of our interest in ZICOlaw Thailand

Pursuant to a share transfer dated 4 August 2014 between ZICO Malaysia (as transferor) and
Ruengrit Pooprasert and ZICOlaw Partners Sdn. Bhd. (as transferees), ZICO Malaysia
disposed its holding of ordinary shares in ZICOlaw Thailand, comprising 39,200 ordinary
shares, for an aggregate cash consideration of approximately THB784,000 being a sum
equal to the value of the unaudited NTA of ZICOlaw Thailand as at 30 June 2014.
(d)
Acquisition of shares representing 0.02% of the issued share capital of ZICOlaw Myanmar
Pursuant to a share transfer dated 27 August 2014 between Chew Seng Kok (as transferor)
and ZICOlaw Consultancy (L) (as transferee), ZICOlaw Consultancy (L) acquired one (1)
share in ZICOlaw Myanmar, for a cash consideration of MMK10,000, being the amount of the
transferors cost of investment.
(e)
Sub-Division
On 19 September 2014, our Shareholders passed a resolution approving, inter alia, the
sub-division of each ordinary share in the issued share capital of our Company into such
number of ordinary shares that our Directors deem fit pursuant to which our Directors
sub-divided each ordinary share into 200 ordinary Shares.
(f)
Cancellation of outstanding preference shares in our Company

On 13 October 2014, our Shareholders passed a resolution to amend our Articles to remove
all references to the preference shares and consequently the cancellation of any remaining
preference shares outstanding as at 13 October 2014.
Please refer to the section entitled Group Structure of this Offer Document for details of our
Group structure upon completion of the Restructuring Exercise.
75
76
(1)
Note:
100%
100%
100%
100%
99%
ZICO INDONESIA
1%
ZICO
CONSULTANCY
SB
100%
ASEAN ADVISORY
(1)
ZICO SECRETARIAL (L)
ZICO Holdings has a branch office in Singapore with effect from 26 September 2014.
ZICO SECRETARIAL SB
100%
100%
ZICO
CORPORATE
SERVICES
ZICO TRUST
ZICO
SHARIAH
99.98%
ZICOLAW
MYANMAR
0.02%
51%
ALLSHORES
TRUST
ZICO
CONSULTANCY
(L)
100%
VIENTIANE
LAW
70%
ZICO MALAYSIA
100%
ZICO HOLDINGS
100%
90%
50%
GASB
50%
SUNFLOWER
VILLA
ZICO PARTNERSHIP
10%
ZICO
INTERNATIONAL
ZICO IP
100%
ZICO RMC
100%
Our Group structure immediately after the Restructuring Exercise and as at the date of this Offer Document is as follows:
GROUP STRUCTURE
GROUP STRUCTURE
Our Subsidiaries and Associated Companies
The details of our Subsidiaries and Associated Companies are as follows:
Name of Company
Date/Place of
Incorporation and
Principal Place of
Business
Principal Business
Activities
%
Ownership
Interest
held by our
Company
Our Subsidiaries
12 November 2012/
Singapore
Trustee, fiduciary and

custody services; business
and management
consultancy services
51%
ASEAN Advisory
22 April 2014/
Singapore
Business and management

100%
Vientiane Law (1)
18 December 2009/
Lao PDR
Legal services
70%
Company secretarial,
corporate services and
related consultancy
services
100%
Allshores Trust
ZICO Secretarial SB (2)
30 October 1991/
Malaysia
ZICO Consultancy (L)
26 April 2006/
Labuan
Investment holding
company
100%
ZICO Consultancy SB
2 August 2004/
Malaysia
Business support services
100%
27 April 1992/
Malaysia
related consultancy
services
100%
21 September 2012/
Indonesia
Business Management
Consultancy
100%
Investment holding
company
100%
Owner of intellectual
property rights
100%
Investment holding
company
100%
Consultancy services
100%
Business and management

100%
ZICO Indonesia
ZICO International
ZICO IP
ZICO Malaysia
ZICO Partnership
ZICO RMC
16 October 2002/
Labuan
1 March 2012/
BVI
11 August 2004/
Malaysia
17 October 2002/
Labuan
22 April 2014/
Singapore
77
GROUP STRUCTURE
Name of Company
Date/Place of
Incorporation and
Principal Place of
Business
Principal Business
Activities
%
Ownership
Interest
held by our
Company
ZICO Secretarial (L) (2)
29 April 2014/
Labuan
related consultancy
services
100%
ZICO Shariah
13 April 2007/
Malaysia
Shariah advisory services
100%
ZICO Trust
23 October 2003/
Labuan
Trust services, company

secretarial, corporate
services and related
100%
ZICOlaw Myanmar (1)
10 January 2013/
Myanmar
Legal services
100%
Investment holding
50%
Management and
50%
Our Associated Companies

GASB
Sunflower Villa
28 April 2011/
Malaysia
27 November 2002/
Malaysia
Notes:
(1)
Vientiane Law and ZICOlaw Myanmar are members of the ZICOlaw Network.
(2)
ZICO Secretarial SB and ZICO Secretarial (L) are corporate secretaries for our companies incorporated in Labuan.
Save as disclosed above, our Group does not have any subsidiaries or Associated Companies.
None of our subsidiaries and Associated Companies are listed on any stock exchange in any
jurisdiction.
78
SELECTED CONSOLIDATED FINANCIAL INFORMATION

The following financial information should be read in conjunction with the full text of this Offer
Document, including the sections titled Managements Discussion and Analysis of Results of
Operations and Financial Position, the Independent Auditors Report and Audited Consolidated
Financial Statements of ZICO Holdings Inc. and its Subsidiaries for the Financial Years Ended 31
December 2011, 2012 and 2013, the Independent Auditors Review Report and Unaudited
Interim Condensed Consolidated Financial Statements of ZICO Holdings Inc. and its Subsidiaries
for the Financial Period from 1 January 2014 to 30 June 2014 and the Independent Auditors
Assurance Report and Unaudited Pro Forma Consolidated Financial Information of ZICO Holdings
Inc. and its Subsidiaries for the Financial Year Ended 31 December 2013 and the Financial Period
from 1 January 2014 to 30 June 2014 as set out in Appendices A, B and C respectively of this
Offer Document.
A summary of the audited consolidated financial statements of our Group in respect of the
financial years ended 31 December 2011, 2012 and 2013 and the unaudited interim consolidated
financial statements of our Group in respect of the six (6)-month financial period ended 30 June
2013 and 2014 is set out below:
Results of operations of our Group
Audited
Unaudited
(RM000)
FY2011
FY2012
FY2013
HY2013
HY2014
Revenue
8,901
12,583
19,219
8,168
17,565
11
105
114
132
42
261
1,236
1,977
208
785
9,173
13,924
21,310
8,508
18,392
Other items of income

Interest income
Other income
Items of expense
Amortisation and depreciation
expenses
(133)
(288)
(296)
(147)
(536)
(1,840)
(3,427)
(3,761)
(1,961)
(4,570)
Rental and maintenance

expense
(612)
(691)
(865)
(440)
(564)
Retainer fees and consultancy

fees
(198)
(415)
(1,096)
(92)
(1,207)
Other expenses
(942)
(1,928)
(3,111)
(1,904)
(1,538)
Finance costs
(107)
(287)
(276)
(136)
(103)
(38)
158
1,077
287
(366)
7,046
12,982
4,115
Employee benefits expense
Share of results of associates,

net of tax
Profit before income tax (1)
Income tax expense
Profit for the financial
year/period
5,303
(420)
(691)
4,883
6,355
79
(1,378)
11,604
(268)
3,847
9,508
(1,555)
7,953

Audited
(RM000)
Unaudited
FY2011
FY2012
FY2013
HY2013
HY2014
(44)
(35)
498
150
(241)
Reclassification adjustment
arising from disposal of
foreign subsidiary
(239)
Income tax relating to items that

will or may be reclassified
Other comprehensive income

for the financial year/period,
net of tax
(44)
(35)
498
150
Other comprehensive income:

Items that will or may be
reclassified subsequently to
profit or loss
Exchange differences arising
from translation of foreign
operations
Total comprehensive income

for financial year/period
(480)
4,839
6,320
12,102
3,997
7,473
4,883
6,355
11,604
3,847
8,045
4,883
6,355
11,604
3,847
7,953
4,839
6,320
12,102
3,997
7,565
4,839
6,320
12,102
3,997
7,473
2.23
2.90
5.30
1.76
3.67
1.83
2.38
4.34
1.44
3.01
Profit attributable to:

Owners of the parent
Non-controlling interests
(92)

attributable to:
EPS (sen) (2)

Adjusted EPS (sen)
(1)(3)
(92)
Notes:
(1)
Had the Service Agreements (set out in the section entitled Directors, Management and Staff Service
Agreements of this Offer Document) been in place since 1 January 2013, our profit before income tax, profit
attributable to owners of the parent and adjusted EPS for FY2013 based on our post-Placement share capital of
267,078,800 Shares would have been approximately RM9.8 million, RM8.7 million and 3.26 sen respectively.
(2)
For illustrative purposes, the EPS for the financial periods under review have been computed based on profit
attributable to owners of the parent and the pre-Placement share capital of 219,078,800 Shares.
(3)
For illustrative purposes, the adjusted EPS for the financial periods under review have been computed based on
profit attributable to owners of the parent and the post-Placement share capital of 267,078,800 Shares.
80

Financial position of our Group
Unaudited
as at
30 June 2014
(RM000)
Audited as at 31 December
2011
2012
2013
ASSETS
Non-current assets
Plant and equipment
Intangible assets
Associates
Deferred tax assets
757
2,860
42
869
4,026
235
1,018
3,976
599
2,892
5,966
187
32
3,659
5,130
5,593
9,077
7,633
73
29
3,813
8,545
67
74
9,895
18,702
51
209
8,521
21,498
915
54
6,402
11,548
18,581
27,483
28,869
15,207
23,711
33,076
37,946
Current assets
Trade and other receivables
Prepayments
Current income tax recoverable
Cash and cash equivalents
Total assets
EQUITY AND LIABILITIES
Equity
Share capital
Retained earnings
Foreign currency translation account
9
6,026
(429)
9
5,780
(464)
3,281
7,852
35
10,209
6,889
(447)
Equity attributable to owners of the

parent
5,606
5,325
11,168
16,651
280
Total equity
5,606
5,325
11,168
16,931
77
679
20
99
2,700
54
47
1,908
49
150
1,971
39
17
776
2,853
2,004
2,177
8,373
54
398
15,083
74
376
16,163
2,466
1,275
747
16,010
57
2,024
8,825
15,533
19,904
18,838
9,601
18,386
21,908
21,015
15,207
23,711
33,076
37,946
2.56
1.25
2.43
0.59
5.10
3.28
7.60
4.88
Interest bearing liabilities
Other payables
Provision
Deferred tax liabilities
Current liabilities
Redeemable preference shares
Trade and other payables
Current income tax payable
Total liabilities
(1)
NAV per Share (sen)

NTA per Share (sen)(2)
Notes:
(1)
NAV per Share is computed based on the equity attributable to owners of the parent and the pre-Placement share
capital of 219,078,800 Shares.
(2)
NTA per Share is computed based on the equity attributable to owners of the parent net of intangible assets and the
pre-Placement share capital of 219,078,800 Shares.
81
MANAGEMENTS DISCUSSION AND ANALYSIS OF

RESULTS OF OPERATIONS AND FINANCIAL POSITION
The following discussion of our results of operations and financial position should be read in
conjunction with the full text of this Offer Document, including the Independent Auditors Report
and Audited Consolidated Financial Statements of ZICO Holdings Inc. and its Subsidiaries for the
Financial Years ended 31 December 2011, 2012 and 2013, the Independent Auditors Review
Report and Unaudited Interim Condensed Consolidated Financial Statements of ZICO Holdings
Inc. and its Subsidiaries for the Financial Period from 1 January 2014 to 30 June 2014 and
Independent Auditors Assurance Report and Unaudited Pro Forma Consolidated Financial
Information of ZICO Holdings Inc. and its Subsidiaries for the Financial Year Ended 31 December
2013 and the Financial Period from 1 January 2014 to 30 June 2014 as set out in Appendices A,
B and C respectively of this Offer Document.
This discussion contains forward-looking statements that involve risks and uncertainties. Our
actual results may differ significantly from those projected in the forward-looking statements.
Factors that might cause future results to differ significantly from those projected in the
forward-looking statements include, but not limited to, those discussed below and elsewhere in
this Offer Document, particularly in the section entitled Risk Factors of this Offer Document.
OVERVIEW
Revenue
providing advisory and transactional services, management and support services, and licensing
services. Our multidisciplinary services include legal services only to the extent permitted in the
relevant jurisdictions. In other jurisdictions, we cooperate with and support independent and
autonomous law firms who are members of the ZICOlaw Network, in compliance with local
We currently operate in three (3) key business segments to provide the following services:
(i)
We provide legal services, Shariah advisory, trust advisory, corporate services and
consulting services (Advisory and Transactional Services);
(ii)
We provide regional management services and business support services to members of the
ZICOlaw Network (Management and Support Services); and
(iii) We engage in the licensing of the ZICO, ZICOlaw and ZICOlaw Trusted Business
Advisor trademarks to members of the ZICOlaw Network and certain entities of our Group
(Licensing Services).
Advisory and Transactional Services
Our Groups total revenue for FY2011 and FY2012 was derived solely from the Advisory and
Transactional Services Segment which comprise fees from the provision of (i) legal services, (ii)
Shariah advisory, (iii) trust advisory, (iv) corporate services and (v) consulting services.
82

A breakdown of our Advisory and Transactional Services revenue for the financial period under
review is set out below:
FY2011
Revenue
Legal services
RM000
FY2012
%
RM000
FY2013
%
RM000
HY2013
%
RM000
HY2014
%
RM000
4,098
46.0
5,128
40.8
7,156
51.1
3,074
54.1
1,646
20.4
Shariah advisory
508
5.7
605
4.8
828
5.9
309
5.4
2,401
29.7
Trust advisory
101
1.1
128
1.0
185
1.3
91
1.6
515
6.4
Corporate services
2,284
25.7
4,685
37.2
4,183
29.9
2,102
37.0
2,440
30.2
Consulting services
1,910
21.5
2,037
16.2
1,651
11.8
111
1.9
1,078
13.3
Advisory and
Transactional
Services
8,901
100.0
12,583
100.0
14,003
100.0
5,687
100.0
8,080
100.0
Revenue from legal services for FY2011, FY2012 and FY2013 was contributed solely by ZICOlaw
Singapore. Our interest in ZICOlaw Singapore was held by Chew Seng Kok and Robert Liew in
trust for us by way of a trust arrangement. As existing legislation does not allow us to operate a
law firm in Singapore with the introduction of shareholders who are not practising lawyers,
ZICOlaw Singapore was divested on 31 March 2014. Our Subsidiary Law Firms namely, ZICOlaw
Myanmar and Vientiane Law were acquired in April 2014 and June 2014 respectively and
contributed to our revenue from legal services in HY2014.
Revenue from the Advisory and Transactional Segment is recognised when the services have
been performed and accepted by the clients in accordance with the relevant terms and conditions
of the contract.
We commenced providing management and support services and have entered into the Regional
Management Agreement and Master Service Agreement with the members of the ZICOlaw
Network in January 2014. Accordingly, the Management and Support Services Segment
generated revenue only in HY2014 and accounted for 36.5% of our Groups revenue in HY2014.
Revenue from the Management and Support Services Segment comprise (i) service fee from the
provision of regional management services to the members of the ZICOlaw Network; and (ii)
support services fees from the provision of key business support services such as accounting,
finance and budgeting, information technology, human resource, knowledge management and
training, and business development and corporate communications. The support services fees are
determined on a cost plus mark-up basis.
Revenue from the Management and Support Services Segment is recognised when the services
have been performed and accepted by the clients in accordance with the relevant terms and
conditions of the contract.
83

Licensing Services
We commenced our licensing services business and have engaged in the licensing of the ZICO,
ZICOlaw, and ZICOlaw Trusted Business Advisor trademarks to members of the ZICOlaw
Network and certain entities of our Group on 1 January 2013 and the Licensing Services Segment
commenced generating revenue in FY2013. The Licensing Services Segment accounted for
27.1% and 17.5% of our Groups revenue in FY2013 and HY2014 respectively.
Revenue from the Licensing Services Segment is derived from royalty fees charged to members
of the ZICOlaw Network (excluding our Subsidiary Law Firms) licensees based on a certain
percentage of their net revenue and is recognised when the services have been performed and
accepted by the clients in accordance with the relevant terms and conditions of the contract.
Our Groups revenue was mainly generated mainly from Malaysia and Singapore where our
clients were located. Revenue from Malaysia accounted for 29.6%, 37.4%, 54.5% and 67.6% of
our revenue in FY2011, FY2012, FY2013 and HY2014 respectively while revenue from Singapore
accounted for 19.6%, 16.8%, 15.2% and 10.0% of our revenue in FY2011, FY2012, FY2013 and
HY2014 respectively. Revenue from other countries accounted for the remaining 50.8%, 45.8%,
30.3% and 22.4% of our revenue in FY2011, FY2012, FY2013 and HY2014 respectively.
Our revenue is mainly dependent on the following factors:
(a)
size and number of advisory services mandates which are non-recurring in nature;
(b)
nature, complexity and duration of our secured mandates as well as the level of expertise
required;
(c)
ability to accurately and reasonably estimate resources and time required for each specific
project quoted under fixed-price and fixed-time engagement;
(d)
business relationship with our clients, in particular members of the ZICOlaw Network;
(e)
ability to retain our existing clients and/or secure new members to the ZICOlaw Network;
(f)
ability to maintain a good reputation as a professional services provider;
(g)
demand from the Southeast Asia market for our services;
(h)
changes in the economic, political, social and legal environment in the countries where we
have a business presence;
(i)
ability to maintain the relevant licenses, registrations, permits, approvals or exemptions

necessary for our business;
(j)
ability to retain and attract qualified and experienced professionals and other key personnel
to meet the demands of our clients; and
(k)
challenges that affect MDPs in the professional services industry.
84

Please refer to the section entitled Risk Factors of this Offer Document for other factors which
may affect our revenue.
Other items of income comprise interest income and other income.
Interest income
Interest income relates mainly to interest on deposits with banks and interest income received
from a then Associated Company. We received interest income of approximately RM11,000,
RM0.1 million, RM0.1 million and RM42,000 in FY2011, FY2012, FY2013 and HY2014
respectively.
Other income
Other income comprises mainly disbursement income, bad debts recovered, foreign exchange
gain, gain on disposal of plant and equipment, gain on disposal of subsidiary and allowance for
impairment loss on doubtful trade receivables written back. Disbursement income refers to the
out-of-pocket expenses that were charged to our clients. In FY2013, we had received a one-off
income from a shareholder of an associate. Other income was approximately RM0.3 million,
RM1.2 million, RM2.0 million and RM0.8 million in FY2011, FY2012, FY2013 and HY2014
respectively and accounted for approximately 2.9%, 9.8%, 10.3% and 4.5% of our revenue for
FY2011, FY2012, FY2013 and HY2014 respectively.
Items of expense
Items of expense comprises mainly amortisation and depreciation expenses, employee benefits
expense, rental and maintenance expense, retainer fees and consultancy fees, other expenses,
finance costs and share of results of associates, net of tax. Items of expense amounted to
approximately RM3.9 million, RM6.9 million, RM8.3 million and RM8.9 million in FY2011, FY2012,
FY2013 and HY2014 respectively and accounted for approximately 43.5%, 54.7%, 43.3% and
50.6% of our revenue for FY2011, FY2012, FY2013 and HY2014 respectively.
Amortisation and depreciation expenses
Amortisation and depreciation expenses comprise mainly amortisation of intangible assets and
depreciation of plant and equipment. Amortisation and depreciation expenses accounted for
approximately 3.4%, 4.2%, 3.6% and 6.0% of our items of expense for FY2011, FY2012, FY2013
and HY2014 respectively.
Employee benefits expense comprise mainly (i) salaries, wages, bonuses and other staff benefits,
(ii) contribution to defined contribution plans and (iii) remuneration of our Directors and key
management of our Group. Employee benefits expense amounted to approximately RM1.8
million, RM3.4 million, RM3.8 million and RM4.6 million in FY2011, FY2012, FY2013 and HY2014
respectively and accounted for approximately 47.5%, 49.8%, 45.2% and 51.4% of our items of
expense for FY2011, FY2012, FY2013 and HY2014 respectively.
85

Rental and maintenance expense
Rental and maintenance expense refers mainly to rental of office spaces and accommodation and
maintenance. Rental and maintenance expense accounted for approximately 15.8%, 10.0%,
10.4% and 6.3% of our items of expense for FY2011, FY2012, FY2013 and HY2014 respectively.
Retainer fees and consultancy fees
Retainer fees and consultancy fees refer to retainer fees and consulting fees paid to third party
professionals and consultants engaged by us and accounted for approximately 5.1%, 6.0%,
13.2% and 13.6% of our items of expense for FY2011, FY2012, FY2013 and HY2014 respectively.
Other expenses
Other expenses include mainly (i) allowance for impairment loss on doubtful trade receivables, (ii)
bad trade and other receivables written off, (iii) plant and equipment written off, (iv) deposits
written off and (v) foreign exchange loss/(gain), net.
Other expenses amounted to approximately RM0.9 million, RM1.9 million, RM3.1 million and
RM1.5 million in FY2011, FY2012, FY2013 and HY2014 respectively and accounted for
approximately 24.3%, 28.0%, 37.4% and 17.3% of our items of expense for FY2011, FY2012,
Finance costs
Finance costs comprise mainly interest expense on bank overdraft, interest expense on finance
lease payables, notional finance costs on deferred consideration on acquisition of a subsidiary
and intangible asset calculated in accordance with IFRS and revolving credit facilities loan
charges. Our finance costs were approximately RM0.1 million, RM0.3 million, RM0.3 million and
RM0.1 million in FY2011, FY2012, FY2013 and HY2014 respectively and accounted for
approximately 2.8%, 4.2%, 3.3% and 1.2% of our items of expense for FY2011, FY2012, FY2013
and HY2014 respectively.
Share of results of associates, net of tax
Share of results of associates, net of tax relate to our share of profit from our Associated
Companies namely, ZICOlaw Thailand, GASB and Sunflower Villa.
We incurred net share of losses of associates in FY2011 and HY2014 of approximately RM38,000
and RM366,000 as our Associated Companies incurred net loss while we enjoyed a net share of
profit from our associates amounting to approximately RM0.2 million and RM1.1 million in FY2012
and FY2013 respectively.
ZICOlaw Thailand ceased to be our associated company from August 2014 when we disposed all
ordinary shares owned by us in ZICOlaw Thailand.
86

Our items of expense are mainly dependent on the following factors:
(i)
changes in our employees remuneration due to factors such as fixed wage levels, variable
components of the remuneration packages, qualifications of the professionals and
employees hired and staff headcount;
(ii)
ability to hire and retain experienced and qualified professionals and key personnel;
(iii) changes in the nature and complexity of projects and consequential cost overruns in the
event of project delays;
(iv) changes in the costs of third party consultants and experts due to factors such as availability
of the consultants and experts, qualification and experience of the consultants and experts
and the frequency of engaging such third party consultants and experts;
(v)
changes in office premises rental rates;
(vi) recoverability of receivables; and

(vii) changes in government policies and regulations.
Please refer to the section entitled Risk Factors of this Offer Document for other factors which
may affect our items of expense.
Income tax expense
Our overall effective tax rate was 7.9%, 9.8%, 10.6% and 16.4% for FY2011, FY2012, FY2013 and
HY2014 respectively. The effective tax rates were lower than the Malaysia statutory corporate tax
rate of 25% due mainly to the lower statutory corporate tax rates in Singapore and Labuan where
the companies of our Group are located.
RESULTS OF OPERATIONS
Breakdown of our past performance by business segments
A breakdown of our revenue and profit before income tax by business segments for the financial
period under review is summarised as follows:
Revenue
FY2011
FY2012
FY2013
HY2013
HY2014
RM000
RM000
RM000
RM000
RM000
8,901
100.0
12,583
100.0
14,003
72.9
5,687
69.6
8,080
46.0
Management and
Support Services
6,410
36.5
Licensing Services
5,216
27.1
2,481
30.4
3,075
17.5
8,901
100.0
12,583
100.0
19,219
100.0
8,168
100.0
17,565
100.0
Advisory and
Transactional
Services
87

Profit before income tax
FY2011
FY2012
FY2013
HY2013
HY2014
RM000
RM000
RM000
RM000
RM000
5,303
100.0
7,046
100.0
7,766
59.8
1,634
39.7
4,245
44.6
Management and
Support Services
2,193
23.1
Licensing Services
5,216
40.2
2,481
60.3
3,070
32.3
5,303
100.0
7,046
100.0
12,982
100.0
4,115
100.0
9,508
100.0
Advisory and
Transactional
Services
Profit before income tax margin

(%)
FY2011
FY2012
FY2013
HY2013
HY2014
59.6
56.0
55.5
28.7
52.5
34.2
Licensing Services
100.0
100.0
99.8
Advisory and Transactional Services
Breakdown of our revenue by geographical markets

A breakdown of our revenue by geographical markets for the financial period under review is
summarised as follows:
FY2011
RM000
FY2012
%
RM000
FY2013
HY2013
RM000
RM000
HY2014
%
RM000
Malaysia
2,634
29.6
4,703
37.4
10,462
54.5
3,921
48.0
11,878
67.6
Singapore
1,749
19.6
2,119
16.8
2,926
15.2
1,345
16.5
1,761
10.0
4,518
50.8
5,761
45.8
5,831
30.3
2,902
35.5
3,926
22.4
8,901
100.0
12,583
100.0
19,219
100.0
8,168
100.0
17,565
100.0
Others
(1)
Note:
(1)
Others comprise Indonesia, Hong Kong, Thailand, United Kingdom, United States of America, and United Arab
Emirates.
88

REVIEW OF PAST PERFORMANCE
FY2012 compared to FY2011
Revenue
We enjoyed a total revenue growth of approximately RM3.6 million or 41.4% from RM8.9 million
in FY2011 to RM12.5 million in FY2012 as our Advisory and Transactional Services Segment
grew. We enjoyed an increase in revenue from all of our service offerings from the Advisory and
Transactional Services Segment, in particular corporate services and legal services.
We expanded our corporate secretarial services in Malaysia with the acquisition of ZICO
Corporate Services, which contributed approximately RM2.2 million to the increase in our revenue
in FY2012.
Revenue from the legal services was contributed by ZICOlaw Singapore in FY2011 and FY2012.
ZICOlaw Singapore is a registered foreign law firm in Singapore and it engages in the business
of providing legal advisory services on cross border and offshore corporate and commercial
transactions in Singapore. As there was an increase in corporate activities in Southeast Asia in
FY2012, demand for legal services increased and legal services revenue increased by
approximately RM1.0 million in FY2012.
Our other items of income increased by approximately RM1.0 million or 393.5% from
approximately RM0.3 million in FY2011 to RM1.3 million in FY2012 due mainly to an increase in
disbursement income in FY2012. Disbursement income had increased as we expanded our
corporate services business in FY2012 via the acquisition of ZICO Corporate Services.
Accordingly, we derived higher disbursement income such as statutory filing fees and
incorporation fees in the course of providing corporate services to our clients.
Items of expense
Our items of expense increased by approximately RM3.0 million or 77.7% from RM3.9 million in
FY2011 to RM6.9 million in FY2012 due mainly to an increase in amortisation and depreciation
expenses, employee benefits expense, rental and maintenance expense, retainer fees and
consultancy fees, other expenses and finance costs, which was partially offset by an increase in
the share of results of associates, net of tax.
Amortisation and depreciation expenses increased by approximately RM0.2 million in FY2012 as
depreciation of plant and equipment increased, in line with the additions of motor vehicles,
computers and office equipment in FY2012.
89

Employee benefits expense increased by approximately RM1.6 million in FY2012 due mainly to
the increase in salaries, wages, bonuses and other staff benefits arising from an increase in our
Groups headcount from 15 as at 31 December 2011 to 29 as at 31 December 2012. The Groups
headcount increased due to the expansion of our corporate secretarial business as well as the
establishment of a regional headquarters based in Singapore.
Rental and maintenance expense increased by approximately RM0.1 million in FY2012 due
mainly to the increase in rental of premise as we expanded with the acquisition of ZICO Corporate
Services in FY2012.
Retainer fees and consultancy fees increased by approximately RM0.2 million in FY2012 as our
business activities increased during the financial year.
Other expenses
Other expenses increased by approximately RM1.0 million in FY2012 due mainly to an increase
in corporate services related expenses arising from our acquisition of ZICO Corporate Services in
FY2012.
Finance costs
Finance costs increased by approximately RM0.2 million in FY2012 due to the imputation of the
notional finance costs on deferred consideration on acquisition of a subsidiary and intangible
asset in accordance with IFRS.
Share of results of associates, net of tax increased from a loss of approximately RM38,000 in
FY2011 to a profit of RM0.2 million in FY2012 due mainly to the increase in profit generated by
ZICOlaw Thailand in FY2012.
Even though our profit before income tax increased by approximately RM1.7 million or 32.9% from
RM5.3 million in FY2011 to RM7.0 million in FY2012, our profit before income tax margin declined
from 59.6% in FY2011 to 56.0% in FY2012, by 3.6 percentage points. Our Group managed to
achieve a profit before income tax margin of 59.6% in FY2011 from our Advisory and Transactional
Services Segment as we leveraged on the provision of high value-added advisory services such
as Shariah, trust and consulting. In FY2012, our profit before income tax margin declined to 56.0%
due to the increased contribution from our corporate services business, which generally command
lower profit margin than our other product offerings in the Advisory and Transactional Services
Segment.
90

Income tax expense
Our income tax expense increased by approximately RM0.3 million or 64.5% from RM0.4 million
in FY2011 to RM0.7 million in FY2012 and the effective income tax rates increased from 7.9% in
FY2011 to 9.8% in FY2012 as there were higher taxable profits generated by our Group in FY2012
in Malaysia which has a statutory corporate income tax rate of 25%.
FY2013 compared to FY2012
Revenue
Total revenue continued to grow from approximately RM12.6 million in FY2012 to RM19.2 million
in FY2013, by RM6.6 million or 52.7% as our Licensing Services Segment started to generate
revenue and revenue from our Advisory and Transactional Services Segment increased in
FY2013.
Our Licensing Services Segment generated revenue of approximately RM5.2 million in FY2013 as
we commenced our licensing services business and engaged in the licensing of the ZICO,
ZICOlaw, and ZICOlaw Trusted Business Advisor trademarks to members of the ZICOlaw
Network and certain entities of our Group.
Our Advisory and Transactional Services Segment enjoyed an increase in its revenue by
approximately RM1.4 million or 11.3% from RM12.6 million in FY2012 to RM14.0 million in FY2013
due mainly to an increase in revenue from legal services, which was partially offset by a decrease
in revenue from corporate services. In keeping up with the demand for legal services, ZICOlaw
Singapore had increased its legal profession capacity and enjoyed an increase in revenue of
approximately RM2.0 million in FY2013. Revenue from corporate services decreased by
approximately RM0.5 million in FY2013 due mainly to the departure of certain key personnel
resulting in a reduction in the number of corporate services clients in FY2013.
Our other items of income increased by approximately RM0.8 million or 55.9% from RM1.3 million
in FY2012 to RM2.1 million in FY2013 due mainly to the receipt of one-off income of approximately
RM0.7 million in FY2013 from a shareholder an associate. Disbursement income had also
increased by RM0.1 million in FY2013.
Items of expense
FY2012 to RM8.3 million in FY2013 due mainly to an increase in employee benefits expense,
rental and maintenance expense, retainer fees and consultancy fees and other expenses, which
was partially offset by an increase in the share of results of associates, net of tax.
Amortisation and depreciation expenses remained relatively the same at approximately RM0.3
million in FY2012 and FY2013.
91

Employee benefits expense increased by approximately RM0.3 million in FY2013 due to
increments and increased bonus payout during the financial year.
Rental and maintenance expense increased by approximately RM0.2 million in FY2013 due to an
increase in rental of premises as we planned for expansion in FY2013.
Retainer fees and consultancy fees increased by approximately RM0.7 million in FY2013 as our
business activities increased and we had incurred consultancy fees in relation to our expansion
plans into Myanmar.
Other expenses
The increase in other expenses of approximately RM1.2 million in FY2013 arose mainly from an
increase in the allowance for impairment loss on doubtful trade receivables of RM1.4 million.
Allowances for impairment loss on doubtful trade receivables were made with the implementation
of an impairment policy on receivables.
The increase in the allowance for impairment loss on doubtful trade receivables of approximately
RM1.3 million was offset slightly by a reduction in other expenses such as bad trade and other
receivables written off of approximately RM0.1 million in FY2013.
Finance costs
Finance costs remained at approximately RM0.3 million in FY2012 and FY2013.
Share of results of associates, net of tax increased by approximately RM0.9 million or 581.6%
from RM0.2 million in FY2012 to RM1.1 million in FY2013. The increase in the share of results of
associates, net of tax was largely due to an increase in the profit generated by ZICOlaw Thailand
in FY2013.
Our profit before income tax increased by approximately RM6.0 million or 84.2% from RM7.0
million in FY2012 to RM13.0 million in FY2013 and our profit before income tax margin improved
by 11.5 percentage points from 56.0% in FY2012 to 67.5% in FY2013 as we commenced our
Licensing Services Segment in FY2013, which enjoyed a profit before income tax margin of 100%.
The profit before income tax margin for our Advisory and Transactional Services Segment
remained largely the same at 55.5% in FY2013 as compared to 56.0% in FY2012.
92

Income tax expense
In line with the increase in our profit before income tax, our income tax expense increased by
approximately RM0.7 million or 99.4% from RM0.7 million in FY2012 to RM1.4 million in FY2013.
Our effective income tax rates increased from approximately 9.8% in FY2012 to 10.6% in FY2013
due to withholding tax and an increase in non-deductible expenses for income tax purposes.
HY2014 compared to HY2013
Revenue
Our Groups revenue increased by approximately RM9.4 million or 115.0% from RM8.2 million in
HY2013 to RM17.6 million in HY2014 as we commenced our Management and Support Services
business and enjoyed a growth in revenue from our Licensing Services Segment in HY2014.
Our Management and Support Services Segment commenced operations since January 2014 and
have generated revenue amounting to approximately RM6.4 million in HY2014.
Revenue from our Licensing Services Segment increased from RM2.5 million in HY2013 to RM3.1
million in HY2014 as revenue generated by members of the ZICOlaw Network increased in
HY2014 over HY2013.
Revenue from our Advisory and Transactional Services Segment increased by RM2.4 million in
HY2014 due mainly to the increase in revenue from Shariah advisory services, consulting service
and other services which was offset partially by the decrease in revenue from legal services. Our
interest in ZICOlaw Singapore was divested in March 2014. Subsequent to that, we no longer
derive revenue from ZICOlaw Singapore. On the other hand, our Subsidiary Law Firms namely,
ZICOlaw Myanmar and Vientiane Law were acquired in April 2014 and June 2014 respectively and
contributed to our revenue from legal services only in HY2014. Revenue from legal services
amounted to approximately RM1.6 million in HY2014.
Revenue from Shariah advisory services and consulting services increased, in aggregate, from
approximately RM0.4 million in HY2013 to RM3.5 million in HY2014 due to transactions in HY2014
with major clients. Please refer to the section entitled General Information on Our Group Our
Major Clients of this Offer Document for more details.
With the recruitment of new corporate secretarial professional staff, the corporate services
business improved and revenue generated from corporate services increased from approximately
RM2.1 million in HY2013 to RM2.4 million in HY2014.
Our other items of income increased by approximately RM0.5 million or 143.2% from RM0.3
million in HY2013 to RM0.8 million in HY2014. This was mainly due to recovery of disbursements
of approximately RM0.2 million and gain on disposal of our subsidiary, ZICOlaw Singapore, of
RM0.2 million.
93

Items of expense
HY2013 to RM8.9 million in HY2014 due mainly to an increase in amortisation and depreciation
expenses, employee benefits expense, rental and maintenance expense, retainer fees and
consultancy fees and share of loss of associates, net of tax. The increase was partially offset by
a decrease in other expenses. Finance costs remained approximately the same at RM0.1 million
in HY2013 and HY2014.
Amortisation and depreciation expenses increased by approximately RM0.4 million in HY2014
due to additions of computer hardware and computer software used by the Management and
Support Services, which commenced operations in January 2014.
Employee benefits expense increased by approximately RM2.6 million in HY2014 as we increased
our headcount to 100 employees as at 30 June 2014 as a result of the commencement of our
Management and Support Services business, acquisition of ZICOlaw Myanmar and Vientiane
Law, and expansion of our trust business in Singapore under Allshores Trust.
Rental and maintenance expense increased by approximately RM0.1 million in HY2014 due to an
increase in rental of premises as additional office space was taken up for our Management and
Support Services Segment, ZICOlaw Myanmar office and Allshores Trust in Singapore.
Retainer fees and consultancy fees increased by approximately RM1.1 million in HY2014 due to
the commencement of our management and support services business in January 2014.
Other expenses
The decrease in other expenses of approximately RM0.4 million in HY2014 was due mainly to a
lower allowance for impairment loss on doubtful trade receivables partially offset by higher
expenses resulting from our business expansion with the acquisition of ZICOlaw Myanmar and
Vientiane Law, and the commencement of business of Allshores Trust and our Management and
Support Services.
Finance costs
Finance costs remained approximately the same at approximately RM0.1 million in HY2013 and
HY2014.
Share of results of associates, net of tax decreased by approximately RM0.7 million or 227.7%
from a profit of RM0.3 million in HY2013 to a loss of RM0.4 million in HY2014.
94

We incurred net share of loss of associates in HY2014 of approximately RM0.4 million as our then
Associated Company, ZICOlaw Thailand, incurred net losses for the financial period due to
political unrest in Thailand.
Our profit before income tax increased by approximately RM5.4 million or 131.1% from RM4.1
million in HY2013 to RM9.5 million in HY2014 due mainly to the increase in revenue as we
commenced Management and Support Services business in HY2014. Our profit before income tax
margin increased from 50.4% in HY2013 to 54.1% in HY2014 by 3.7 percentage points as the
profit before income tax margin for our Advisory and Transactional Services Segment improved
from around 28.7% in HY2013 to 52.5% in HY2014 due to an increase in revenue contribution
from consulting and Shariah advisory services which generally command a higher profit margin
than other business services under the Advisory and Transactional Services Segment.
Income tax expense
As our profit before income tax increased in HY2014 over HY2013, we incurred higher income tax
expense of approximately RM1.6 million in HY2014 as compared to RM0.3 million in HY2013. Our
effective income tax increased from 6.5% in HY2013 to 16.4% in HY2014 by 9.9 percentage points
due mainly to additional profits generated in higher tax rate regimes.
REVIEW OF FINANCIAL POSITION
As at 31 December 2011
Non-current assets
Non-current assets comprise plant and equipment, intangible assets and investment in
associates. As at 31 December 2011, our non-current assets of approximately RM3.7 million
accounted for approximately 24.1% of our total assets.
The largest component of our non-current assets was intangible assets of approximately RM2.9
million which accounted for approximately 78.2% of our total non-current assets as at
31 December 2011. Intangible assets as at 31 December 2011 comprised goodwill arising on
acquisition of subsidiaries of approximately RM1.0 million and trademark of approximately RM1.9
million pertaining to the ZI trademark acquisition in July 2009. Goodwill arising on acquisition of
subsidiaries is attributable mainly to the potential for the recognition of or the access to additional
reserves and the synergies expected to be achieved from integrating the investees into our
Groups existing business.
Plant and equipment of approximately RM0.8 million or 20.7% of our total non-current assets as
at 31 December 2011 comprised motor vehicles, computers, office equipment and renovation.
Associates refers to our investment in our Associated Companies namely, GASB, Sunflower Villa
and ZICOlaw Thailand and accounted for approximately RM42,000 or 1.2% of our total
non-current assets as at 31 December 2011.
95

Current assets
As at 31 December 2011, our current assets of approximately RM11.5 million accounted for 75.9%
of our total assets. Our current assets comprise mainly trade and other receivables, cash and cash
equivalents, prepayments and current income tax recoverable.
Trade and other receivables comprise mainly trade and non-trade receivables from third parties,
associates and related parties and rental deposits of premises. Non-trade receivables due from
associates and related parties refer to advances for operating activities which are unsecured,
non-interest bearing, repayable on demand and expected to be settled in cash except for a
non-trade amount due from associates of approximately RM0.4 million, which is subject to interest
at 6% per annum. Trade and other receivables amounted to RM7.6 million or 66.1% of our total
current assets as at 31 December 2011.
Cash and cash equivalents comprise cash held in trust for clients for payment to authorities, cash
and bank balances and fixed deposits with bank. Cash and cash equivalents accounted for
approximately RM3.8 million or 33.0% of our total current assets as at 31 December 2011.
Prepayments and current income tax recoverable, in aggregate, accounted for approximately
RM0.1 million or 0.9% of our total current assets as at 31 December 2011.
Equity attributable to owners of the parent
As at 31 December 2011, our equity, which comprises share capital, retained earnings and foreign
currency translation account, amounted to approximately RM5.6 million. Foreign currency
translation account comprises all foreign exchange differences arising from the translation of the
financial statements of our Company and certain foreign operations whose functional currencies
are different from that of our Groups presentation currency and is non-distributable.
We had declared and made payment for approximately RM4.8 million of interim, tax-exempt
dividends in respect of FY2011.
Our non-current liabilities of approximately RM0.8 million as at 31 December 2011 accounted for
8.1% of our total liabilities. Our non-current liabilities comprise mainly other payables, interest
bearing liabilities and deferred tax liabilities. The non-current portion of other payables of
approximately RM0.7 million as at 31 December 2011 relate to an amount due to a third party for
the purchase of the ZI trademark. Non-current portion of interest bearing liabilities of
approximately RM77,000 as at 31 December 2011 referred to finance lease payables for motor
vehicles and deferred tax liabilities accounted for 2.6% of our total non-current liabilities as at
31 December 2011.
Current liabilities
As at 31 December 2011, our current liabilities amounted to approximately RM8.8 million and
accounted for 91.9% of our total liabilities. Our current liabilities comprise mainly trade and other
payables, interest bearing liabilities and current income tax payable.
96

Trade and other payables of approximately RM8.4 million was the largest component of our
current liabilities, accounting for 94.9% of our current liabilities as at 31 December 2011. Trade
and other payables as at 31 December 2011 comprised trade and non-trade payables to third
parties, related parties and a Director, accrued expenses and deferred revenue. Non-trade
payables to third parties include payables to clients in relation to cash held in trust for them for
payment to authorities. Non-trade payables due to related parties and a Director are unsecured,
non-interest bearing, repayable on demand and to be settled in cash.
Current income tax payable of approximately RM0.4 million accounted for 4.5% of our current
liabilities as at 31 December 2011 and interest bearing liabilities accounted for only 0.6% of our
current liabilities as at 31 December 2011.
Non-current assets
associates. As at 31 December 2012, our non-current assets of RM5.1 million accounted for
approximately 21.6% of our total assets.
million which accounted for approximately 78.5% of our total non-current assets as at 31
December 2012. Intangible assets as at 31 December 2012 comprised goodwill arising on
Associates refer to our investment in our Associated Companies namely, GASB, Sunflower Villa
and ZICOlaw Thailand and accounted for approximately RM0.2 million or 4.6% of our total
non-current assets as at 31 December 2012 due to share of profit generated by ZICOlaw Thailand.
Current assets
of our total assets. Our current assets comprise mainly cash and cash equivalents, trade and other
receivables, prepayments and current income tax recoverable.
Cash and cash equivalents was one of the largest component of our current assets and comprise
cash held in trust for clients for payment to authorities, cash and bank balances and fixed deposits
with bank. Cash and cash equivalents accounted for approximately RM9.9 million or 53.3% of our
total current assets as at 31 December 2012.
associates, related parties and rental deposits of premises. Non-trade receivables due from
associates and related parties refer to advances for operating activities which are unsecured,
97

non-interest bearing, repayable on demand and expected to be settled in cash, except for a
non-trade amount due from associates of approximately RM0.6 million, which is subject to interest
at 6% per annum. Trade and other receivables amounted to RM8.5 million or 46.0% of our total
Prepayments and current income tax recoverable, in aggregate, accounted for RM0.1 million or
0.8% of our total current assets as at 31 December 2012.
We had declared and made payment for approximately RM6.6 million of interim, tax-exempt
dividends in respect of FY2012.
approximately RM2.7 million as at 31 December 2012 comprised an amount due to an individual
for the acquisition of a subsidiary by ZICO Malaysia in FY2012 and an amount due to a third party
for the purchase of the ZI trademark. Non-current portion of interest bearing liabilities of
approximately RM0.1 million as at 31 December 2012 referred to finance lease payables for motor
vehicles and deferred tax liabilities accounted for 1.9% of our total non-current liabilities as at
31 December 2012.
Current liabilities
Trade and other payables of approximately RM15.1 million was the largest component of our
current liabilities, accounting for 97.1% of our current liabilities as at 31 December 2012. Trade
and other payables as at 31 December 2012 comprised trade and non-trade payables to third
parties, related parties and a Director, accrued expenses and deferred revenue. Non-trade
payables to third parties include payables to clients in relation to cash held in trust for them for
payment to authorities. Non-trade payables due to related parties and a Director are unsecured,
non-interest bearing, repayable on demand and to be settled in cash.
liabilities as at 31 December 2012 and interest bearing liabilities accounted for only 0.5% of our
current liabilities as at 31 December 2012.
98

Non-current assets
associates. As at 31 December 2013, our non-current assets of approximately RM5.6 million
accounted for approximately 16.9% of our total assets.
million which accounted for approximately 71.1% of our total non-current assets as at
31 December 2013. Intangible assets as at 31 December 2013 comprised goodwill arising on
Associates refers to our investment in then Associated Companies, GASB, Sunflower Villa and
ZICOlaw Thailand and accounted for approximately RM0.6 million or 10.7% of our total
non-current assets as at 31 December 2013 due to share of profit generated by ZICOlaw Thailand.
Current assets
of our total assets. Our current assets comprise mainly trade and other receivables, cash and cash
associates, related parties and shareholder of an associate and rental deposits of premises.
Non-trade receivables due from associates and related parties refer to advances for operating
activities which are unsecured, non-interest bearing, repayable on demand and expected to be
settled in cash except for a non-trade amount due from associates of approximately RM1.2 million,
which is subject to interest at 6% per annum. Non-trade amount due from a shareholder of an
associate represents a one-off income from the shareholder. Trade and other receivables
amounted to approximately RM18.7 million or 68.0% of our total current assets as at 31 December
2013.
and bank balances and fixed deposits with bank and accounted for approximately RM8.5 million
or 31.0% of our total current assets as at 31 December 2013. Prepayments and current income
tax recoverable, in aggregate, accounted for approximately RM0.3 million or 0.9% of our total
99

In FY2013, our Company issued 997,000 new ordinary shares by way of bonus issue. We also
declared and paid RM5.5 million of interim, tax-exempt dividends in respect of FY2013.
approximately RM1.9 million as at 31 December 2013 referred to an amount due to an individual
for the acquisition of a subsidiary by ZICO Malaysia in FY2012. Non-current portion of interest
bearing liabilities of approximately RM47,000 as at 31 December 2013 referred to finance lease
payables for motor vehicles and deferred tax liabilities accounted for 2.4% of our total non-current
liabilities as at 31 December 2013.
Current liabilities
Trade and other payables of approximately RM16.2 million accounted for 81.2% of our current
liabilities as at 31 December 2013. Trade and other payables as at 31 December 2013 comprised
trade and non-trade payables to third parties, related parties, shareholders and a Director,
accrued expenses and deferred revenue. Non-trade payables to third parties include payables to
clients in relation to cash held in trust for them for payment to authorities. Non-trade payables due
to related parties, shareholders and a Director are unsecured, non-interest bearing, repayable on
demand and to be settled in cash.
Interest bearing liabilities comprised a revolving credit loan and finance lease payables as at 31
December 2013. The revolving credit loan of approximately RM2.4 million is subject to repayment
on demand clause and arranged at floating rates. Interest bearing liabilities amounted to
approximately RM2.5 million as at 31 December 2013 and accounted for 12.4% of our current
100

As at 30 June 2014
Non-current assets
Non-current assets comprise plant and equipment, intangible assets, investment in associates
and deferred tax assets. As at 30 June 2014, our non-current assets of approximately RM9.1
million accounted for approximately 23.9% of our total assets.
million which accounted for approximately 65.7% of our total non-current assets as at 30 June
2014. Intangible assets as at 30 June 2014 comprised goodwill arising on acquisition of
subsidiaries of RM2.7 million and trademark of approximately RM1.7 million pertaining to the ZI
trademark acquisition in July 2009 and computer software of approximately RM1.5 million.
Goodwill arising on acquisition of subsidiaries is attributable mainly to the potential for the
recognition of or the access to additional reserves and the synergies expected to be achieved from
integrating the investees into our Groups existing business.
at 30 June 2014 comprised motor vehicles, computers, office equipment and renovation.
Associates refer to our investment in our Associated Companies namely, GASB, Sunflower Villa
and ZICOlaw Thailand and accounted for approximately RM0.2 million or 2.1% of our total
non-current assets as at 30 June 2014.
Current assets
As at 30 June 2014, our current assets of approximately RM28.9 million accounted for 76.1% of
our total assets. Our current assets comprise mainly trade and other receivables, cash and cash
associates, related parties and shareholder of an associate and rental deposits of premises.
Non-trade receivables due from associates and related parties refer to advances for operating
activities which are unsecured, non-interest bearing, repayable on demand and expected to be
settled in cash except for a non-trade amount due from associates of approximately RM1.1 million,
which is subject to interest at 6% per annum. Non-trade amount due from a shareholder of an
associate represents income from the shareholder, which is unsecured, non-interest bearing,
repayable on demand and expected to be settled in cash. Trade and other receivables amounted
to approximately RM21.5 million or 74.5% of our total current assets as at 30 June 2014.
and bank balances and fixed deposits with bank and accounted for approximately RM6.4 million
or 22.2% of our total current assets as at 30 June 2014. Prepayments and current income tax
recoverable, in aggregate, accounted for approximately RM1.0 million or 3.4% of our total current
assets as at 30 June 2014.
101

As at 30 June 2014, our equity, which comprise share capital, retained earnings and foreign
currency translation account, amounted to RM16.7 million. Foreign currency translation account
comprises all foreign exchange differences arising from the translation of the financial statements
of our Company and certain foreign operations whose functional currencies are different from that
of our Groups presentation currency and is non-distributable.
We had declared and made payment for dividends of RM7.5 million in respect of HY2014.
Our non-current liabilities of RM2.2 million as at 30 June 2014 accounted for 10.4% of our total
liabilities. Our non-current liabilities comprise mainly other payables, interest bearing liabilities,
provision and deferred tax liabilities. The non-current portion of other payables of RM2.0 million
as at 30 June 2014 referred to an amount due to an individual for the acquisition of a subsidiary
by ZICO Malaysia in FY2012. Non-current portion of interest bearing liabilities of approximately
RM0.1 million as at 30 June 2014 referred to finance lease payables for motor vehicles. The
aggregate of provision and deferred tax liabilities amounted to approximately RM0.1 million and
accounted for 2.6% of our total non-current liabilities as at 30 June 2014.
Current liabilities
As at 30 June 2014, our current liabilities amounted to approximately RM18.8 million and
payables, redeemable preference shares, interest bearing liabilities and current income tax
payable.
Trade and other payables of approximately RM16.0 million accounted for 85.0% of our current
liabilities as at 30 June 2014. Trade and other payables as at 30 June 2014 comprised trade and
non-trade payables to third parties, an associate, related parties, shareholders and a Director,
accrued expenses and deferred revenue. Non-trade payables to third parties include payables to
clients in relation to cash held in trust for them for payment to authorities. Non-trade payables due
to an associate, related parties, shareholders and a Director are unsecured, non-interest bearing,
repayable on demand and to be settled in cash.
liabilities as at 30 June 2014, redeemable preference shares of approximately RM0.7 million
accounted for 4.0% of our current liabilities as at 30 June 2014 and interest bearing liabilities of
approximately RM57,000 of our current liabilities as at 30 June 2014.
LIQUIDITY AND CAPITAL RESOURCES
Our operations have been funded through a combination of internal and external sources. Our
internal sources of funds comprise cash generated from our Groups operating activities. Our
external sources of funds comprise mainly credit granted by suppliers and capital investment from
Shareholders. Our principal use of cash has been to finance our working capital in the hiring and
retention of our professionals and staff and expenses such as administrative expenses and capital
expenditure.
102

The following table sets out a summary of our Groups cash flow for FY2011 to HY2014:
Unaudited
as at
30 June
2014
(RM000)
Audited as at 31 December
2011
2012
2013
Net cash from operating activities
4,985
5,858
5,787
Net cash (used in)/from investing

activities
(1,170)
1,786
(5,049)
(1,559)
Net cash used in financing activities
(5,747)
(5,096)
(333)
(120)
Net change in cash and cash

equivalents
(1,932)
2,548
405
889
3,398
3,998
195
3,998
2,664
Cash and cash equivalents at

beginning of financial year/period
2,865
Effects of exchange rate changes on

cash and cash equivalents
(44)
Cash and cash equivalents at end of

financial year/period
889
(39)
3,398
340
(1,339)
FY2011
In FY2011, net cash from operating activities of approximately RM5.0 million, which was a result
of profit before income tax of approximately RM5.3 million, adjustments amounting to
approximately RM0.3 million to reconcile profit before income tax to operating cash flows before
working capital changes, operating cash outflow due to a net decrease in working capital of
approximately RM0.2 million and income tax paid of approximately RM0.4 million.
Net cash used in investing activities of approximately RM1.2 million in FY2011 was mainly
attributable to the advances to associates and related parties, in aggregate, of approximately
RM0.7 million and purchase of plant and equipment of approximately RM0.4 million.
Net cash used in financing activities of approximately RM5.7 million in FY2011 was mainly
attributable to dividend paid of approximately RM4.8 million, repayment to Director of
approximately RM2.4 million and was offset partially by advances from related parties of
approximately RM1.5 million.
Our cash and cash equivalents stood at approximately RM0.9 million as at 31 December 2011.
FY2012
103

Net cash from investing activities of approximately RM1.8 million in FY2012 was mainly
attributable to receipt of repayment from related parties of approximately RM1.1 million,
approximately RM1.7 million cash derived from acquisition of a subsidiary, net of cash acquired
of RM1.7 million, offset partially by payment for deferred consideration to acquire intangible
assets of approximately RM0.5 million and advances to associates of approximately RM0.5
million.
attributable to dividend paid of approximately RM6.6 million offset partially by advances from
related parties of approximately RM1.5 million.
As at 31 December 2012, our cash and cash equivalents amounted to approximately RM3.4
million.
FY2013
Net cash used in investing activities of approximately RM5.0 million in FY2013 was mainly
attributable to advances to related parties and associates, in aggregate, of approximately RM2.2
million, placement of fixed deposits with a licensed bank of approximately RM1.2 million, purchase
of plant and equipment of approximately RM0.1 million and payment for deferred consideration to
acquire a subsidiary and intangible assets, in aggregate, amounting to approximately RM1.6
million.
attributable to dividend paid of approximately RM5.5 million, redemption of preference shares of
approximately RM0.7 million and repayments of finance lease payables of approximately RM0.1
million, offset partially by proceeds of revolving credit facility of approximately RM2.4 million and
advances from Director, shareholders and related parties, in aggregate, of approximately RM3.6
million.
As at 31 December 2013, our cash and cash equivalents amounted to approximately RM4.0
million.
HY2014
In HY2014, net cash from operating activities of approximately RM0.3 million was a result of profit
before income tax of approximately RM9.5 million, adjustments amounting to approximately
RM1.0 million to reconcile profit before income tax to operating cash flows before working capital
changes, operating cash outflow due to a net decrease in working capital of approximately
RM10.0 million and income tax paid of approximately RM0.1 million.
104

Net cash used in investing activities of approximately RM1.6 million in HY2014 was mainly
attributable to advances to related parties and our associates, in aggregate, of approximately
RM0.9 million, purchases of plant and equipment of approximately RM0.5 million and payment for
deferred consideration to acquire intangible assets of approximately RM0.2 million.
Net cash used in financing activities of approximately RM0.1 million in HY2014 was mainly
attributable to dividends paid of approximately RM7.5 million and redemption of preference shares
of approximately RM0.7 million partially offset by issuance of ordinary shares of approximately
RM6.9 million and advances from related parties, shareholders and associates, in aggregate, of
approximately RM1.2 million.
As at 30 June 2014, our cash and cash equivalents amounted to approximately RM2.7 million.
CAPITAL EXPENDITURE AND DIVESTMENTS
Save as disclosed in the section entitled Restructuring Exercise of this Offer Document, the
capital expenditure and divestments made by our Group in FY2011, FY2012, FY2013, HY2014
and for the period from 1 July 2014 up to the Latest Practicable Date were as follows:
Capital Expenditure
(RM000)
FY2011
FY2012
FY2013
HY2014
1 July 2014
up to the
Latest
Practicable
Date
Additions
Motor vehicles
132
166
10
67
109
1,394
112
Office equipment
113
71
204
144
182
Renovation
299
176
243
43
422
270
489
1,947
337
Computers
Arising from acquisition of a subsidiary company

Motor vehicles
44
Computers
13
51
Office equipment
40
168
Renovation
19
263
22
72
526
22
422
342
489
2,473
359
Total
105

Divestments
HY2014
1 July 2014
up to the
Latest
Practicable
Date
145
25
25
145
Motor vehicles
Computers
108
Office equipment
127
Renovation
161
396
Motor vehicles
Computers
43
Office equipment
363
52
133
61
539
61
25
539
541
(RM000)
FY2011
FY2012
Motor vehicles
Computers
Office equipment
Renovation
FY2013
Disposals
Arising from disposal of a subsidiary
Write-offs
Renovation
Total
The above capital expenditure was primarily financed by internal generated cash resources save
for motor vehicles which were financed by finance leases.
FOREIGN EXCHANGE MANAGEMENT
Accounting treatment of foreign currencies
Items included in the individual financial statements of each entity in our Group are measured
using the currency of the primary economic environment in which the entity operates (functional
currency).
106

The functional currency of the Company is United States dollar. The consolidated financial
statements are presented in Ringgit Malaysia RM as the Groups operations are predominantly
in Malaysia and our Directors are of the view that presenting the financial statements in RM would
be useful to the shareholders of our Company.
In preparing the financial statements, transactions in currencies other than the entitys functional
currency (foreign currencies) are recorded at the rates of exchange prevailing on the date of
the transactions. At the end of each reporting period, monetary items denominated in foreign
currencies are re-translated at the rates prevailing at the end of the reporting period. Nonmonetary items carried at fair value that are denominated in foreign currencies are re-translated
at the rates prevailing on the date when the fair value was determined. Non-monetary items that
are measured in terms of historical cost in a foreign currency are not re-translated.
Exchange differences arising on the settlement of monetary items and on re-translating of
monetary items are recognised in profit or loss for the financial period. Exchange differences
arising on the re-translation of non-monetary items carried at fair value are recognised in profit or
loss for the financial period except for differences arising on the re-translation of non-monetary
items in respect of which gains and losses are recognised in other comprehensive income. For
such non-monetary items, any exchange component of that gain or loss is also recognised in other
comprehensive income.
For the purposes of presenting consolidated financial statements, the results and financial
positions of our Groups entities that have a functional currency different from the presentation
currency are translated into the presentation currency as follows:
(i)
assets and liabilities are translated at the closing exchange rate at the end of the reporting
period;
(ii)
income and expenses are translated at average exchange rate for the financial period
(unless this average is not a reasonable approximation of the cumulative effect of the rates
prevailing on the transaction dates, in which case income and expenses are translated using
the exchange rates at the dates of the transactions); and
(iii) all resulting foreign currency exchange differences are recognised in other comprehensive
income and presented in the foreign currency translation account in equity. Such translation
differences are recognised in profit or loss in the period in which the foreign operation is
disposed of.
Foreign exchange exposure
Our reporting currency is in RM and our operations are primarily carried out in Malaysia (including
Labuan), Singapore, Indonesia, Myanmar and Lao PDR.
Our foreign exchange risk arises mainly from the mismatch between the currency of our revenue
and the currency of our expenses. To the extent that our revenue and expenses are not naturally
matched in the same currency and to the extent that there are timing differences between
invoicing and payment, we may be susceptible to foreign exchange exposure. Currently, our main
foreign exchange exposure is the fluctuation in the exchange rate of RM against S$, which could
result in us incurring net foreign exchange (gain)/loss and will have either positive or adverse
impact on our profitability.
107

The estimated percentage of our revenue and expenses denominated in various currencies for the
Period Under Review were as follows:
Percentage of revenue
denominated in
FY2011
(%)
FY2012
(%)
FY2013
(%)
HY2014
(%)
RM
32.8
23.8
48.1
54.2
S$
20.0
18.9
15.7
8.4
US$
45.5
57.0
35.7
25.8
1.7
0.3
0.5
11.6
100.0
100.0
100.0
100.0
FY2011
(%)
FY2012
(%)
FY2013
(%)
HY2014
(%)
Others (1)
Percentage of expenses
denominated in
RM
56.6
60.0
63.6
50.1
S$
19.5
13.8
16.5
23.0
23.9
25.8
19.9
15.4
0.0
0.4
0.0
11.5
100.0
100.0
100.0
100.0
US$
Others
(2)
Notes:
(1)
Others comprised AUD, EUR and THB.
(2)
Others comprised AED, AUD, EUR and THB.
Our net foreign exchange exposures for the Period Under Review were as follows:
FY2011
FY2012
FY2013
Net foreign currency exchange

gain/(loss) in RM000
(64)
244
(49)
12
As a percentage of our revenue (%)
0.7
1.9
0.3
0.1
As a percentage of our profit before

income tax (%)
1.2
3.5
0.4
0.1
Exchange differences arising from

translation of foreign operations in
RM000
(44)
(35)
498
(241)
108
HY2014

We currently do not have a formal foreign currency hedging policy with respect to any possible
foreign currency exposure. We will continue to monitor any foreign exchange exposure in the
future and will consider formalising a hedging policy to manage the foreign exchange exposure
should the need arise. Such policies will be reviewed and approved by our Audit Committee and
our Board. However, we may, subject to the approval of our Board, enter into relevant transactions
when necessary, to hedge our exposure to foreign currency fluctuations.
SEASONALITY
Due to the nature of our business, we have not observed any significant seasonal trends within
each of the Period Under Review. Our Directors believe that there is no apparent seasonality
factor affecting the business of providing professional advisory services in the countries where we
operate.
INFLATION OR DEFLATION
Our financial performance for the Period Under Review was not materially affected by inflation or
deflation.
SIGNIFICANT CHANGES IN ACCOUNTING POLICIES
The accounting policies have been consistently applied by our Group during the Period Under
Review. We expect that the adoption of new or revised accounting standards issued but not yet
effective for the Period Under Review will have no material impact on our future financial
statements. Please refer to the section entitled Summary of Significant Accounting Policies in
the Independent Auditors Report And Audited Consolidated Financial Statements of ZICO
Holdings Inc. and its Subsidiaries for the Financial Years ended 31 December 2011, 2012 and
2013 and Independent Auditors Review Report And Unaudited Interim Condensed Consolidated
Financial Statements of ZICO Holdings Inc. and its Subsidiaries for the Financial Period from
1 January 2014 to 30 June 2014 as set out in Appendices A and B of this Offer Document
respectively, for details on our Groups accounting policies.
Standards and interpretations issued, but not yet effective, up to the date of issuance of our
Groups financial statements are listed below. Our Group intends to adopt these standards, if
applicable, when they become effective. The impact of adoption of these standards and
interpretations has been assessed by our Group and our Group evaluates that they will not have
a material impact on our operating results and financial position.
109

Effective date
(annual periods
beginning on or
after)
IAS 19
Amendments to IAS 19: Defined Benefit Plans:

Employee Contributions
IAS 27
Amendments to IAS 27 Investment Entities
1 January 2014
IAS 32
Amendments to IAS 32 Offsetting Financial Assets

and Financial Liabilities
1 January 2014
IAS 36
Amendments to IAS 36 Recoverable Amount

Disclosures for Non-Financial Assets
1 January 2014
IAS 39
Amendments to IAS 39 Novation of Derivatives

and Continuation of Hedge Accounting
1 January 2014
IFRS 10
Amendments to IFRS 10 Investment Entities
1 January 2014
IFRS 12
1 January 2014
IFRS 14
Regulatory Deferral Accounts
1 January 2016
IFRIC 21
Levies
1 January 2014
Improvements to IAS/IFRSs (2014)
1 July 2014
1 July 2014
110
CAPITALISATION AND INDEBTEDNESS

The following table, which should be read in conjunction with the full text of this Offer Document,
including the sections entitled Managements Discussion and Analysis of Results of Operations
and Financial Position, the Independent Auditors Report and Audited Consolidated Financial
Statements of ZICO Holdings Inc. and its Subsidiaries for the Financial Years Ended 31 December
2011, 2012 and 2013, the Independent Auditors Review Report and Unaudited Interim
Condensed Consolidated Financial Statements of ZICO Holdings Inc. and its Subsidiaries for the
Financial Period from 1 January 2014 to 30 June 2014 and the Independent Auditors Assurance
Report and Unaudited Pro Forma Consolidated Financial Information of ZICO Holdings Inc. and
its Subsidiaries for the Financial Year Ended 31 December 2013 and the Financial Period from 1
January 2014 to 30 June 2014 as set out in Appendices A, B and C respectively of this Offer
Document, shows our cash and cash equivalents, capitalisation and indebtedness which were
prepared:
(i)
based on our unaudited consolidated financial statements as at 30 June 2014;
(ii)
based on our unaudited consolidated management accounts as at 29 August 2014;
(iii) based on our unaudited consolidated management accounts as at 29 August 2014 as

adjusted for the issue of LPL Shares, Pre-IPO New Shares and PPCF Shares; and
(iv) based on our unaudited consolidated management accounts as at 29 August 2014 as
adjusted for the issue of LPL Shares, Pre-IPO New Shares and PPCF Shares and to give
effect to the application of the estimated net proceeds from the Placement, after deducting
estimated listing expenses related to the Placement.
As at
30 June
2014
As at
29 August
2014
As adjusted
for the
LPL Shares,
Pre-IPO New
Shares and
PPCF Shares
2,664
2,451
3,652
35,675
57
52
52
52
150
142
142
142
207
194
194
194
Total equity attributable to

owners of the parent
16,651
18,796
21,686
56,640
Total capitalisation and

indebtedness
16,858
18,990
21,880
56,834
(RM000)
Cash and cash equivalents (1)
Indebtedness
Current portion of interestbearing liabilities
Non-current portion of interestbearing liabilities
Total indebtedness
As adjusted
for the net
proceeds
from the
Placement
Note:
(1)
Excludes monies held in trust for clients for payment to authorities and fixed deposits with maturity of more
than 90 days or pledged to banks.
111

Save for (i) the changes in working capital, (ii) the scheduled monthly repayments on our finance
leases and (iii) changes in our equity attributable to owners of the parent arising from the
day-to-day operations in the ordinary course of our business, there were no material changes in
our total capitalisation and indebtedness since 29 August 2014 to the Latest Practicable Date.
Credit Facilities
As at the Latest Practicable Date, our Groups banking facilities from the financial institutions are
as follows:
Maturity
profile
Nature of
facility
Facility
amount
Amount
utilised
Public Bank
Bhd
Hire
purchase
RM146,445
RM146,445
2.53%
June 2019
TC Capital
Resources
Sdn. Bhd.
Hire
purchase
RM127,484
RM127,484
1.98%
February
2017
Malayan
Banking
Berhad
Revolving
credit facility
S$2,000,000
1.4%
above cost
of funds
Not
applicable
Amount
unutilised
Interest rate
per annum
(%)
Financial
institution
S$2,000,000
As at the Latest Practicable Date, we do not have any banking facilities save for the revolving
credit facility and hire purchase facilities. As at the Latest Practicable Date, we have not utilised
our revolving credit facility. Our revolving credit facility and hire purchase facilities are secured by
one or several of (i) personal guarantees and (ii) mortgage over the leased motor vehicles. The
tenures of the above hire purchase facilities are up to five (5) years. The interest rate for the
revolving credit facility is 1.4% above cost of funds and the interest rate of the hire purchase
facilities range from approximately 1.98% to 2.53% per annum or such other rate(s) as the
financial institutions may determine from time to time. The effective interest rates for our finance
lease obligations were 6.14%, 5.36%, 4.93% and 4.89% per annum during FY2011, FY2012,
Certain of the above facilities were secured with personal guarantees provided by certain of our
Directors. Following the admission of our Company to Catalist, the personal guarantee provided
by Chew Seng Kok in respect of the revolving credit facility will be discharged and we intend to
procure the release and discharge of the remaining guarantees from the relevant financial
institutions. In the event that the financial institutions do not agree to such releases, Chew Seng
Kok and Kelvin Ng will either continue to provide the guarantees required to secure these banking
facilities or seek and obtain alternative facilities from other institutions offering comparable terms
without the need for such personal guarantees. Please refer to the section entitled Interested
Person Transactions On-Going Interested Person Transactions of this Offer Document for
further details.
As at the Latest Practicable Date, to the best of our Directors knowledge, we are not in breach
of any terms and conditions or covenants associated with any credit arrangement or bank loan
which could materially affect our Groups financial position and financial performance, or the
investments of our Shareholders.
112

Operating Lease Commitments
Our Group leases office spaces and accommodation under non-cancellable operating leases. The
operating lease commitments are based on existing rental rates. The leases have lease term
ranging from two (2) to five (5) years and rentals are fixed during the lease term. Details of our
leased properties and assets are disclosed in the section entitled General Information on Our
Group Properties and Fixed Assets of this Offer Document.
As at 30 June 2014 and the Latest Practicable Date, the future minimum lease payable under the
non-cancellable operating leases contracted for but not recognised as liabilities were as follows:
(RM000)
30 June 2014
Latest
Practicable
Date
Within one (1) financial year
710
1,182
After one (1) financial year but within five (5)

financial years
568
852
1,278
2,034
We intend to finance the above operating lease commitments with internally generated funds.
Capital Commitments
As at the Latest Practicable Date, our Group has capital commitments amounting to approximately
RM0.3 million relating to office renovation and purchase of furniture and fitting. Save as disclosed,
we do not have any material capital commitments.
Contingent Liabilities
Our Group has provided corporate guarantee in favour of a bank for bank facilities utilised by our
Associated Company, GASB as follows:
(RM000)
Corporate guarantee in favour of a bank for bank facilities
utilised by GASB
As at 30 June
2014
Latest
Practicable
Date
1,000
991
Our Directors are of the view that it is unlikely that the financial institutions will call upon the
corporate guarantee in view of the financial strength of the Associated Company.
Save as disclosed above, as at the Latest Practicable Date, to the best of our knowledge,
information and belief, we are not aware of any contingent liabilities which may have a material
effect on the financial position and profitability of our Group.
113
WORKING CAPITAL
Our material sources of liquidity are obtained internally and externally, which we use for funding
our Groups operations. Our internal sources of funds mainly comprise cash generated from our
Groups operating activities. External sources of funds comprise mainly banking facilities, credit
granted by suppliers and capital investment from Shareholders.
Excluding monies held in trust for clients for payment to authorities and fixed deposits pledged or
with maturity of more than 90 days, our Group had cash and cash equivalents of approximately
RM0.9 million, RM3.4 million and RM4.0 million as at 31 December 2011, 2012 and 2013
respectively. As at 30 June 2014, our cash and cash equivalents was RM2.7 million.
Net cash generated from our Groups operating activities was RM5.0 million, RM5.9 million and
RM5.8 million in FY2011, FY2012 and FY2013 respectively. For HY2014, net cash generated from
our Groups operating activities amounted to RM0.3 million.
Our Group recorded positive working capital of approximately RM2.7 million, RM3.0 million and
RM7.6 million as at 31 December 2011, 2012 and 2013 respectively. As at 30 June 2014, our
positive working capital was RM10.0 million.
As at the Latest Practicable Date, our Group had cash and cash equivalents of approximately
RM2.4 million.
Save for the revolving credit facility and finance lease facilities, our Group does not have any
banking facilities. Please refer to the section entitled Capitalisation and Indebtedness of this
Offer Document for further details.
Our Directors are of the reasonable opinion that, after having made due and careful enquiry and
after taking into account net cash generated from our Groups operating activities and our existing
cash and cash equivalents, the working capital available to our Group as at the date of lodgement
of this Offer Document is sufficient for our present working capital requirements and for at least
12 months after the admission of our Company on Catalist.
The Sponsor is of the reasonable opinion that, after having made due and careful enquiry and
after taking into account net cash generated from our Groups operating activities and our existing
cash and cash equivalents, the working capital available to our Group as at the date of lodgement
of this Offer Document is sufficient for our present working capital requirements and for at least
12 months after the admission of our Company on Catalist.
114
GENERAL INFORMATION ON OUR GROUP

HISTORY
Our Company was incorporated on 9 December 2010 under the Labuan Companies Act as a
company limited by shares under the name of ZI Holdings Inc.. Our Company changed its name
to ZICOlaw Holdings Inc. on 30 June 2011 and subsequently to ZICO Holdings Inc. on 30 April
2014. Our Managing Director, Chew Seng Kok, and our Executive Directors, Robert Liew and
Kelvin Ng were formerly equity partners of a law firm in Malaysia, Zaid Ibrahim & Co, which was
established in 1987.
Our principal subsidiary, ZICO Malaysia, is a private limited company incorporated on 11 August
2004 in Malaysia under the Malaysia Companies Act 1965. ZICO Malaysia was set up as part of
our Group to consolidate the ownership of our subsidiaries carrying out activities under our
Advisory and Transactional Services Segment, Management and Support Services Segment and
Licensing Services Segment under one entity.
Expansion of the ZICOlaw Network and our Group
For more than a decade, the professional services that complemented the legal services of Zaid
Ibrahim & Co grew in tandem with the expansion of the law firm in Malaysia and the ASEAN
region. In response to clients requests, ZI Corporate Services Sdn. Bhd. (now known as ZICO
Corporate Services) was established in 1992 to provide incorporation and company secretarial
services to clients of Zaid Ibrahim & Co in Malaysia.
Similarly, ZICO Trust, a trust company in Labuan, was established in 1996 to provide offshore
services, including trust and foundation services, trustee services and Labuan company
incorporations services. Labuan is an integrated international business financial centre located off
the coast of East Malaysia. Labuan International Banking and Financial Centre (Labuan IBFC)
was established in 1990 by the Malaysian government as a tax-efficient international financial
centre. Labuan IBFC promotes offshore banking operations, offshore insurance, trust and fund
management and offshore investment holding companies.
In 1998, in order to gain exposure to international management and practice support in terms of
IT systems, business development, financial management, human resources and knowledge
management and training, Zaid Ibrahim & Co became a member of Andersen Legal (AL). AL was
a network of legal firms providing legal services as part of an MDP under Andersen Worldwide
(AW), formerly one of the worlds largest MDPs. As a member of AL, Zaid Ibrahim & Co expanded
extensively and by 2000, it became the largest law firm in Malaysia with more than 100 lawyers.
Being part of AL provided Zaid Ibrahim & Co with an international network of clients and mandates.
Following the dissolution of AW and Arthur Andersen, Zaid Ibrahim & Co terminated its
membership with the AL network in 2002. Nevertheless, Zaid Ibrahim & Co continued pursuing its
strategy of creating a regional network of legal and related professional services firms in
Southeast Asia.
Between 2003 and 2008, Zaid Ibrahim & Co expanded into Singapore, Indonesia, Thailand and
Vietnam in response to demands from clients with business interests in more than one country. As
a result, Zaid Ibrahim & Co was involved in numerous cross-border transactions with Malaysian
clients, in particular financial institutions that were venturing into the Southeast Asia region.
From January 2010 to April 2011, the ZICO, ZICOlaw and ZICOlaw Trusted Business Advisor
trademarks were adopted to provide a common corporate identity for the various offices and
entities, which were using different names then. In July 2011, Singapore was announced as the
115

regional hub for the ZICOlaw Network and Chew Seng Kok was appointed as the Regional
Managing Partner of the ZICOlaw Network. This allowed for a more centralised management
structure to oversee the growth of its legal and related professional services across the region.
In April 2014, in response to increasing client interest and foreign investments in Myanmar, our
Group expanded into Myanmar with the acquisition of a new firm, ZICOlaw Myanmar. In June
2014, Vientiane Law, which is led by Viengsavanh, was acquired to complete the presence of the
ZICOlaw Network in the Cambodia-Laos-Myanmar-Vietnam (CLMV) region. As at the Latest
Practicable Date, the ZICOlaw Network is present in eight (8) out of 10 ASEAN countries.
In June 2014, the ZICOlaw Network won an award for Innovation in Corporate Strategy
(Asia-Pacific headquartered firm) at the Financial Times Asia-Pacific Innovative Lawyer Awards
2014. The awards drew submissions from 90 leading law firms in the Asia-Pacific region 1,
including firms from Australia, China, India, Japan, South Korea, and Singapore. The Financial
Times has acknowledged the unique strategy to build the ZICOlaw Network across the ASEAN
region.
Consolidation of ownership of service companies under our Group
In order to centralise the management of the various service companies, our Group embarked on
the exercise to consolidate the ownership of the companies carrying out activities under our
Advisory and Transactional Services Segment, Management and Support Services Segment and
Licensing Services Segment under one listed entity.
ZICO Malaysia first acquired the entire issued share capital of ZICO Consultancy SB in
September 2004. In August 2006, ZICO Malaysia acquired the entire issued share capital in ZICO
Trust which in turn holds 100% in ZICO Secretarial SB. ZICO Secretarial SB is currently our
corporate secretary for our subsidiaries incorporated in Labuan. In the same year, ZICO Malaysia
acquired the entire issued share capital of both ZICO Consultancy (L) and ZICO International,
being companies incorporated under Labuan law.
In July 2007, ZICO Malaysia acquired the entire issued share capital of ZI Shariah Advisory
Services Sdn. Bhd. (now known as ZICO Shariah) which was established to provide Islamic
advisory services to local and overseas clients. This was prompted by growing client interest in
Islamic finance, as the global financial crisis had shown that Islamic financing, which was
conceptually based on using real assets as security, had fared relatively better than conventional
financing. Further, there was a concerted effort by the Malaysian government to promote Malaysia
as a global Islamic finance centre.
In January 2012, our Group acquired the entire issued capital of ZICO Corporate Services to
further increase our capability for provision of corporate services in Malaysia.
1
This information was extracted from the article Asia-Pacific Innovative Lawyers 2014: Corporate strategy
Asia-Pacific headquartered firms from the Financial Times website at http://rankings.ft.com/asianlawyers/asiapacific-innovative-lawyers-2014-corporate-strategy-asian-firms, which was accessed on 10 October 2014.
We have not sought the consent of The Financial Times to the inclusion of the relevant information extracted from
the relevant website and disclaim any responsibility in relation to reliance on these statistics and information. As The
Financial Times has not consented to the inclusion of the above information in this Offer Document for the purposes
of section 249 of the SFA, it is therefore not liable for the relevant information under section 253 and 254 of the SFA.
While reasonable actions have been taken by our Directors to ensure that the relevant statements from the relevant
information are reproduced in their proper form and context, and that the information is extracted accurately and
fairly from the relevant website or publication, all other parties and ourselves have not conducted an independent
review of the information contained in the relevant website or publication and have not verified the accuracy of the
contents of the relevant information.
116

In mid-2013, we decided to apply for a trust company licence in Singapore. This business decision
was driven by client requests for private wealth management services and by Singapores
encouraging growth prospects as a leading wealth management centre. A 2012 Boston Consulting
Group Wealth Report revealed that Singapore has the highest percentage of millionaires in the
world, 1 whilst a 2013 PwC report predicted that Singapore will overtake Switzerland as the worlds
wealth management capital by as early as 2015. 2 In March 2014, Allshores Trust received its
Singapore trust business licence from the Authority to provide trust services in Singapore.
Centralisation of regional management and business support functions
In January 2014, our Group embarked on a restructuring exercise to centralise the regional
management and business support functions of our Group and the ZICOlaw Network to improve
operational and cost efficiencies.
This restructuring exercise entailed the transfer of employees in the support service units in
accounts, human resource, information technology, business development and corporate
communications, and knowledge management and training from Zaid Ibrahim & Co to ZICO
Consultancy SB, which is the regional support service centre for our Group and the ZICOlaw
Network. As part of the restructuring exercise, ZICO RMC, was established in Singapore to
provide regional management services to our Group and the ZICOlaw Network.
At the same time, the relevant subsidiaries of our Group and members of the ZICOlaw Network
entered into the following agreements: (i) Licence Agreement to use the ZICO, ZICOlaw,
ZICOlaw Trusted Business Advisor trademarks; (ii) Master Service Agreement for the provision
of key business support services such as accounting, finance and budgeting, human resource,
business development and corporate communications, information technology, and knowledge
management and training; and (iii) Regional Management Agreement for the provision of regional
management services, including strategic advisory, market intelligence, business relations, public
sector relations and risk management. Following the parties intention to re-negotiate the terms of
these agreements, these agreements were terminated on 14 October 2014 and new Business
Agreements were entered into on the same day.
Further to the signing of the Business Agreements on 14 October 2014, the parties are in
negotiations to enter into service level agreements after the Listing in relation to the provision of
certain support services with the view to maintain an agreed level of service performance
standard.
This information was extracted from the article entitled Global Wealth 2012: The Battle to Regain Strength at
https://www.bcyperspectives.com/content/articles/financial_institution_corporate_strategy_portfolio_management_
global_wealth_2012_battle_regain_strength/?chapter=2#chapter2_section4 which was accessed on 10 October
2014.
This information was extracted from the survey entitled Navagating to tomorrow: Servicing clients and creating
value at http://www.pwc.com/gx/en/banking-capital-markets/private-banking-wealth-management-survey/assets/
pwc-global-private-banking-wealth-management-survey-2013.pdf which was accessed on 10 October 2014.
We have not sought the consent of The Boston Consulting Group and PwC to the inclusion of the relevant
information extracted from the relevant websites and disclaim any responsibility in relation to reliance on these
statistics and information. As The Boston Consulting Group and PwC have not consented to the inclusion of the
above information in this Offer Document for the purposes of section 249 of the SFA, they are therefore not liable
for the relevant information under section 253 and 254 of the SFA. While reasonable actions have been taken by
our Directors to ensure that the relevant statements from the relevant information are reproduced in their proper
form and context, and that the information is extracted accurately and fairly from the relevant website or publication,
all other parties and ourselves have not conducted an independent review of the information contained in the
relevant websites or publications and have not verified the accuracy of the contents of the relevant information.
117

BUSINESS OVERVIEW
providing advisory and transactional services, management and support services, and licensing
services. Our multidisciplinary services include legal services only to the extent permitted in the
relevant jurisdictions. In other jurisdictions, we cooperate with and support independent and
autonomous law firms who are members of the ZICOlaw Network, in compliance with local
ZICO Holdings Inc.
Advisory &
Transactional
Services
Management &
Support Services
Regional
Management
Legal Services
Services
Business Support
Services
Services

budgeting
Human resource
& training
Business development &
corporate communications
Shariah Advisory
Trust Services
Licensing Services
Strategic advisory
Market intelligence
Business relations
Risk management
Licensing of the
ZICO, ZICOlaw and
ZICOlaw Trusted
Business Advisor
trade marks
Corporate Services
Business Agreements
ZICOlaw Network
Consulting Services
Cross-promotion and
integration of services

Zaid Ibrahim & Co*
ZICOlaw Sabah*
ZICOlaw Sarawak*
ZICOlaw Singapore*
ZICOlaw Thailand*
ZICOlaw Vietnam*
*Note: These members of

the ZICOlaw Network are
legally separate from our
Group
Our Company manages our Groups overall activities and provides our Group with strategic
direction.
118

Our Business Segments
We currently operate in three (3) key business segments to provide the following services:
I.
Advisory and Transactional Services;
II.
Management and Support Services; and
III.
Licensing Services.
I.
Advisory and Transactional Services Segment

As at the Latest Practicable Date, we provide legal services, Shariah advisory, trust advisory,
corporate services and consulting services. Through offering different services under our
Advisory and Transactional Services Segment, we are able to cross-sell our integrated
solutions to a wider pool of clients. For FY2011, FY2012, FY2013 and HY2014, our Advisory
and Transactional Services Segment contributed 100.0%, 100.0%, 72.9% and 46.0% of our
Groups revenue respectively.
(a)
Legal Services
We provide legal services only to the extent permitted in the relevant jurisdictions. In other
jurisdictions, we cooperate with and support independent and autonomous law firms who are
members of the ZICOlaw Network, in compliance with local professional regulations.
Presently, we offer legal services in Myanmar and Lao PDR through our Subsidiary Law
Firms, ZICOlaw Myanmar and Vientiane Law respectively. Our practices are led by
experienced local lawyers.
ZICOlaw Myanmar is led by Dr Saw Yu Win (Dr Win), a senior legal and tax adviser with
17 years of experience as an academician and a legal practitioner. Dr Win has advised on
a range of cross-border investments in the energy, mining, telecommunications, real estate
and agricultural sectors as well as general corporate and commercial matters. Dr Wins
practice also includes advising on major project financing, mergers and acquisitions,
taxation, customs, labour and employment as well as government contract matters. Dr Win
holds a Doctorate of Philosophy (Osaka University, Japan), a Masters in Law (Osaka
University, Japan), a Masters in Law (University of Yangon, Myanmar) and a Bachelor of
Laws (University of Yangon, Myanmar). Dr Win is admitted as an Advocate to the Myanmar
Bar.
Vientiane Law is headed by Viengsavanh, a senior lawyer with more than 10 years of
experience. Viengsavanh is licensed to advise clients on any matters related to laws of Lao
PDR and admitted to practice before all Courts of Lao PDR. Viengsavanh is the Vice
President of the Laos Bar Association. Viengsavanh holds a Bachelor of Laws from Hanoi
Law University in Vietnam, and a Master of Laws from Nagoya University in Japan.
Viengsavanh was also a Humphrey Program Fellow (Fulbright Scholarship) at the American
University Washington College of Law in the United States of America.
119

Since their inception, our Subsidiary Law Firms have undertaken various types of domestic
and cross-border corporate and commercial deals. ZICOlaw Myanmar provides all legal
services except litigation. Vientiane Law is a full service law firm including litigation. Their
clients include both listed and non-listed private and public companies, government
agencies, partnerships and multinational corporations in various industries.
Some of the notable projects handled by our Subsidiary Law Firms include the following:
Myanmar
Concession for the Yangon International Airport development project.
Construction of telecommunication towers in Myanmar.
Investment by a Malaysian public listed plantation company in Myanmar.
Disposal of the consumer, market and media insights research business of the first
research agency in Myanmar.
Lao PDR
Concession agreements and other related documents, including project development

agreements and land lease agreements for hydropower projects.
Advisory work on laws of Lao PDR relating to the licensing process in the hydropower
sector, environmental and social compliance, foreign exchange restrictions, perfections
of security agreements (movable and immovable), labour and corporate governance.
Establishment of a joint venture (JV) company for hydropower projects, which

involves reviewing JV agreements, drafting and submitting all applications with the
relevant authorities.
Representation of a major multinational company on a dispute resolution matter in the

hydropower industry.
As full commercial service law firms, our Subsidiary Law Firms operate principally in the
practice groups of banking and finance, capital markets, compliance and governance,
corporate commercial, employment, projects, real estate, litigation and dispute resolution. In
addition, our Subsidiary Law Firms also work closely with other members of the ZICOlaw
Network to provide clients with comprehensive legal and commercial solutions in the ASEAN
region.
(b)
Shariah Advisory Services

Led by a team of qualified advisors, ZICO Shariah is licensed by the Securities Commission
to advise on Sukuk issuances, Islamic funds, as well as on other Islamic capital market
products and instruments. We are also approved as a Shariah advisor and provider of
Shariah review and Shariah audit services by the Central Bank of Malaysia. Our clients
include private and public companies, government agencies, multinational corporations in
various industries and high net worth individuals from within and outside the ASEAN region.
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The rapid evolution of the Islamic finance industry has resulted in the growth of complex new
standards and regulations. Our extensive experience in Islamic finance enables us to
appreciate the intricacies of the Shariah advisory landscape and to assist clients in
understanding the complex issues in tandem with the development of the Islamic finance
industry.
We are also committed to high level research and training, and Shariah literacy programmes.
Our team members actively contribute to the development of the theory and practice of
Islamic finance by participating in conferences and consultations, as well as contributing
articles to respected publications.
Some of the key advisory services which ZICO Shariah provides include advising regulatory
authorities on Shariah issues in law reform to facilitate Islamic finance, establishment of or
conversion into Islamic banks, advising and monitoring of Shariah compliance funds,
conducting Shariah compliance review and Shariah audit for financial institutions, structuring
Islamic banking and takaful/retakaful products and instruments, structuring and advising on
Islamic capital market instruments, and advising on Islamic wealth management and
succession.
Some of the notable projects handled by ZICO Shariah include the following:
(c)
Consultancy services to regulatory authorities in West Africa, the Commonwealth of

Independent States region and Japan for law reform work to facilitate Islamic financial
services.
Consultancy services for the conversion of a conventional bank into an Islamic bank in
Kazakhstan.
Structuring a new product for one of the largest government-linked Islamic fund
managers in Malaysia.
Act as an outsourced Shariah Committee for two (2) Shariah compliant operations in
Malaysia.
Shariah advisor to one of the largest commercial Islamic fund managers in Malaysia.
Shariah review services for three (3) major takaful operators in Malaysia.
Trust Services
Our Trust Services are provided by our subsidiaries, ZICO Trust, in the Labuan IBFC and
Allshores Trust in Singapore.
The Labuan Companies Act 1990 provides for the establishment of Labuan companies,
Labuan protected cell companies and the registration of foreign Labuan companies in
Labuan. There are also the Labuan Trusts Act 1996 and the Labuan Foundations Act 2010,
which allow for the establishment of Labuan trusts and Labuan foundations. The Labuan
Islamic Financial Services and Securities Act 2010 allows for the establishment of Labuan
Islamic Trusts and Labuan Islamic Foundations, being trusts and foundations whose aims
and operations are in compliance with Shariah principles.
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The Labuan Business Activity Tax Act 1990 provides a distinct and separate tax regime for
Labuan entities where Labuan entities are subject to a lower or zero tax rate in respect of
Labuan business activities carried on by the various types of Labuan entities. Through
various exemption orders, there is no Malaysian withholding tax or stamp duty in Labuan.
The tax and regulatory framework in Labuan make Labuan IBFC an attractive place for
business dealings, asset holding and trust advisory services.
It is a requirement under the various Labuan acts that a Labuan entity must employ the
services of a Labuan trust company, licensed under the Labuan Securities Act 2010 to carry
on trust company business and provide services to Labuan entities, to lodge or file
documents required by various Labuan acts with the Labuan Financial Services Authority.
Our subsidiary, ZICO Trust, is licensed since 1996 by the Labuan Financial Services
Authority under the Labuan Trust Companies Act 1990 and its successor Labuan Financial
Services and Securities Act 2010 to carry out trust company business in Labuan IBFC.
ZICO Trust provides a full range of international financial services including the
incorporation, registration and maintenance of Labuan entities, provision of resident
secretary, nominee directors and nominee shareholder services, advising on the
establishment of Labuan trusts and foundations, Labuan private funds and funds
administration for wealth management, Labuan Islamic trust and foundation, licence
applications and the registration of ships on the Malaysia International Shipping Registry.
In addition, we also provide trust solutions and trustee services for a range of capital
markets, corporate finance, asset financing and other financial transactions. ZICO Trusts
services are further strengthened by our access to and the support from the other
subsidiaries in our Group.
Our subsidiary, Allshores Trust, is licensed by the Authority under the Trust Companies Act
(Cap 336). As a licensed Singapore trust company, Allshores Trust is licensed to carry out the
business of providing trust services in Singapore. Currently, a significant portion of our
clients are from Southeast Asia.
The main trust services provided by Allshores Trust are as follows:
Trust advisory services: We advise on the use of trusts for group restructuring,
efficient tax planning purposes, financing and asset protection. In addition, we help to
set up various types of trusts including insurance trust, share distribution trust, standard
personal trust and private unit trust.
Trustee services: We act as a trustee in asset securitization transactions. Our primary

duty as a trustee is to administer the trust assets, hold and protect them for the interests
of the investors who purchase the securities issued pursuant to the securitization.
Trust/family office administration services: We provide incorporation and company

administration services and act as nominee shareholders or directors. We also act as
an independent escrow agent for the receipt and disbursement of money and/or
documents between two (2) or more transacting parties, with the timing of such
disbursement being dependent on the performance by the parties on the contractual
provisions that have been agreed.
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(d)
Fund services: We provide fund administration services for offshore mutual funds and
local unit trusts (collective investment schemes). Such services include fund accounting
and valuation, record keeping, paying of bills and banking transactions. We also provide
investor services by acting as a transfer agent. In particular, we deal, monitor and
maintain records of the details of fund subscriptions, transfers, redemptions, exchanges
as well as conduct anti-money laundering checks.
Corporate Services
We provide incorporation and corporate secretarial services in Malaysia (including Labuan)
through our subsidiaries, namely ZICO Corporate Services, ZICO Secretarial SB, ZICO
Secretarial (L) and ZICO Trust. Some of the key corporate services we offer include the
formation of legal entities, corporate secretarial services, and application for immigration
permits, work permits, business licenses and registrations. We serve multinational and local
corporations in Malaysia, and through Labuan in respect of their Labuan domiciled
companies.
(e)
Consulting Services
We offer strategic advice on business and governmental issues in the ASEAN region. Our
consultancy services were previously provided by ZICO Partnership and henceforth will be
provided by our subsidiary, ASEAN Advisory, which was incorporated in 2014. Our key
management has experience in advising multinational corporations, local businesses,
governments and public sector institutions in the ASEAN region.
Leveraging on the close working relationship with various government ministries and bodies
which our key management and advisors have built over the years, we are able to advise and
represent our clients on a wide range of areas, which include public-private partnerships,
privatisation, utilities, financial services, public transport, shipping, electronic commerce and
electronic government.
Our services can be categorised into business advisory and government advisory services.
(i)
Business Advisory
We advise on public policy, business, regulatory and cultural factors that may potentially
affect our clients ability to conduct and expand their businesses in the ASEAN region.
In particular, we advise on how to work with various governments in the ASEAN region
and how to engage constructively with the relevant regulatory authorities to safeguard
and advance our clients business interests. We also provide our clients with updates on
policy, legal and regulatory developments in the ASEAN region that may potentially
affect their businesses.
(ii)
Government Advisory
We work closely with public sector bodies and multilateral agencies in Southeast Asia
on policy and law reform work. We also assist governments and public sector officials
to develop strategies for law reform and policy development, including identifying areas
of challenge which require reform, engaging with stakeholders in the private sector,
conducting and responding to public consultations and drafting and amending bills.
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Our key management is experienced in drafting and reviewing various legislation, which
include the Pengurusan Danaharta Nasional Bhd Act, Iskandar Regional Development
Authority Act 2007, Northern Corridor Implementation Authority Act 2008, Sewage Services
1994, Perumahan Rakyat 1Malaysia Act 2012, Renewable Energy Act 2011, the Land Public
Transport Commission Act 2010, the Land Public Transport Act 2010, and the Competition
Act 2010. Some of the notable projects handled by our key management include the
following:
II.
Advised on strategies and initiatives required to develop the Iskandar Region, Johor,
into a strong and sustainable metropolis of international standing, and drafting of the
Iskandar Regional Development Authority Act 2007.
Advised on the structure and legal framework for a national asset management
company to deal with the problems of non-performing loans in the financial sector,
including special laws to facilitate the removal of impaired assets from financial
institutions, assisting financially distressed enterprises and to promote the revitalisation
of the Malaysian economy.
Advised Asian Development Bank on the regulation of water, energy and utility services.
Advised the Government of Indonesia on the provision of technical assistance in

infrastructure by the private sector, a project funded by the World Bank.
Advised on and reviewed the regulatory framework for selected industries in each of the
ASEAN countries on behalf of a national industrial development authority to assess the
impact of the ASEAN Free Trade Area (AFTA) and the ASEAN Investment Area (AIA) on
those industries.
Advised and conducted a feasibility study on infrastructure development and financing

for the transport sector for a national investment corporation in Vietnam.
Commissioned by the World Bank to advise a major bank in China on the legal and
regulatory framework for asset management companies.
Advised and revamped the laws of the Federal Territory of Labuan relating to the
Labuan IBFC.
Management and Support Services Segment

As at the Latest Practicable Date, we provide regional management services and business
support services to members of the ZICOlaw Network and to certain entities within our
Group. By outsourcing these functions, members of the ZICOlaw Network can focus their
resources on their core competencies and revenue generating activities in providing legal
services, while enjoying cost efficiencies generated from economies of scale and scope. Our
clients also benefit from having access to collective strategic insights and comprehensive
support infrastructure. Our Management and Support Services Segment commenced on 1
January 2014 and contributed approximately 36.5% of our Groups revenue in HY2014.
(a)
Regional Management Services

ZICO RMC provides a centralised platform for the ZICOlaw Network to leverage on the
collective expertise, experience and contacts of the prominent advisors of our Group.
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Our key services are as follows:
Strategic advisory: Conduct research on industry trends and developments,

formulate corporate and business strategies, and identify opportunities for
expansion.
Market intelligence: Identify and structure mandates for the ZICOlaw Network.
Business relations: Build and enhance client relationships for the ZICOlaw
Network through external events and personal networking.
Public sector relations: Build and enhance professional relationships between

the ZICOlaw Network and public sector institutions.
Risk management: Identify and conduct risk assessments, formulating risk

mitigation plans, succession planning, and provide leadership in crisis
management.
Pursuant to the Regional Management Agreement dated 14 October 2014 between

ZICO RMC and members of the ZICOlaw Network, we provide suitably qualified,
competent and experienced personnel capable of carrying out the roles, duties and
responsibilities of providing the key services described above to the ZICOlaw Network.
The Regional Management Agreement shall subsist as long as the member firm
remains a member of the ZICOlaw Network. In consideration for the services rendered
by ZICO RMC, the member firm shall pay a service fee being a percentage of the net
revenue of the member firm.
In addition, pursuant to the Regional Management Agreement dated 14 October 2014,
members of the ZICOlaw Network (save for the Subsidiary Law Firms) granted our
Group the right of first refusal (ROFR) in relation to all the services which our Group
provides. Under the terms of the ROFR, members of the ZICOlaw Network (save for the
Subsidiary Law Firms) have undertaken that, for as long as they remain a member of
the ZICOlaw Network, in the event that they are approached to undertake or have in
hand any matter or assignment requiring any services that are provided by our Group,
they shall use their best efforts to refer to our Group the matter or assignment.
(b)
Business Support Services

ZICO Consultancy SB provides a centralised platform for the provision of support
services to the ZICOlaw Network and our Group. This allows our clients to benefit from
operational and costs efficiencies generated from economies of scale, thereby allowing
them to focus on revenue generating activities. As and when the opportunities arise, we
may provide business support services to parties outside the ZICOlaw Network.
Our key business support services are as follows:
Accounting, finance and budgeting: Financial accounting and reporting, tax and
treasury management.
Information technology: Procure, install and maintain the information technology

infrastructure, and deal with all information technology related matters.
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Human resource: Talent attraction and retention, maintain and improve staff
welfare, and handle all employment related administrative matters.
Business development and corporate communication: Branding, marketing

and public relations and event management.
Knowledge management and training: Conduct research on, develop and

disseminate knowledge materials, as well as conduct training sessions.
Pursuant to the Master Service Agreement dated 14 October 2014 executed between
ZICO Consultancy SB and the relevant counterparties, ZICO Consultancy SB shall
provide the client with the business support services summarily described above.
The Master Service Agreement dated 14 October 2014 shall subsist as long as the
client remains a member of the ZICOlaw Network. ZICO Consultancy SB shall provide
the client with the estimated fees for the 12 months at the beginning of each calendar
year. The fees shall be determined on a cost plus mark-up basis. The fees charged by
ZICO Consultancy SB shall be reviewed every six (6) months and adjusted accordingly
by ZICO Consultancy SB based on actual costs incurred.
Further to the signing of the Master Service Agreement dated 14 October 2014, the
parties are in negotiations to enter into service level agreements after the Listing in
relation to the provision of certain support services with a view to maintain an agreed
level of service performance standard.
III.
Licensing Services Segment

We also engage in the licensing of the ZICO, ZICOlaw and ZICOlaw Trusted Business
Advisor trademarks to members of the ZICOlaw Network and certain entities of our Group.
Our licencees will benefit from an increase in number of client engagements and crossborder cooperation between licencees.
Generally, our licencees (other than entities in our Group) are required to pay us a royalty fee
for the licence based on a certain percentage of the net revenue of the licencee. Our
Licensing Services Segment commenced on 1 January 2013 and contributed approximately
27.1% and 17.5% of our Groups revenue in FY2013 and HY2014 respectively.
As at the Latest Practicable Date, our licensing arrangements with our licencees (other than
entities in our Group) are as follows:
Expiry of Licence
Agreement
Territory
Name of licencee
Exclusivity
Cambodia
Sok Siphana & Associates
Exclusive
10 years from
14 October 2014
Indonesia
Roosdiono & Partners
Exclusive
10 years from
14 October 2014
Malaysia
Peninsular
Zaid Ibrahim & Co
Exclusive
10 years from
14 October 2014
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Expiry of Licence
Agreement
Territory
Name of licencee
Exclusivity
Malaysia
Sarawak
ZICOlaw Sarawak
Exclusive
10 years from
14 October 2014
Malaysia
Sabah
ZICOlaw Sabah
Exclusive
10 years from
14 October 2014
Singapore
ZICOlaw Singapore
Exclusive
10 years from
14 October 2014
Thailand
ZICOlaw Thailand
Exclusive
10 years from
14 October 2014
Vietnam
ZICOlaw Vietnam
Exclusive
10 years from
14 October 2014
Further to the signing of the Licence Agreements dated 14 October 2014, we have been
granted the right of first refusal to acquire shares in member firms of the ZICOlaw Network
if partners/shareholders in such member firm wish to sell their partnership/shareholding
interests which in aggregate amounted to more than 50% in that member firm to third parties,
i.e. persons who are not existing partners/shareholders of any member firm. Our right to
acquire such partnership interests pursuant to this right of first refusal will be subject to the
prevailing laws in the relevant jurisdictions and on terms and conditions to be agreed
between the parties.
MARKETING AND BUSINESS DEVELOPMENT
Our marketing and business development strategies involve brand and reputation management,
as well as client relationship management. Brand and reputation management entails increasing
awareness and strengthening the reputation of the ZICO, ZICOlaw and ZICOlaw Trusted
Business Advisor trademarks. Parallel to that, client relationship management is based on
fostering long-term relationships with our clients and cross-selling a range of services that our
Group can provide to such clients. Our Directors believe that effective marketing and business
development strategies are key components of our success. We have a dedicated corporate
communications and business development unit under ZICO Consultancy SB.
We actively engage in the following marketing strategies:
ASEAN focus
Our external marketing communication bears a distinct focus on ASEAN-related issues,
particularly in the context of the ASEAN Economic Community. We utilise various
communication channels including our website, marketing collaterals and client materials to
position the ZICO, ZICOlaw and ZICOlaw Trusted Business Advisor trademarks in line
with an ASEAN focused corporate identity.
Strategic partnerships
We actively engage in strategic partnerships in the ASEAN region with key partners who
have industry specific expertise and strong local contacts. Our partnerships with such local
partners provide access, contacts and valuable insights for business development
opportunities in these areas.
127
Conferences and workshops

To further enhance our profile and visibility in the ASEAN region, we regularly deliver lectures
in public forums, conferences and workshops organized by various industry-related
organizations such as the ASEAN Business Advisory Council and the ASEAN Business Club.
These sessions attract a wide audience made up of a mix of different groups of industry
players, subject matter experts and members of the public to discuss and exchange ideas
and knowledge about the latest developments in the professional services sector in the
ASEAN region. Through such platforms, we engage in targeted marketing programmes to
highlight and reinforce the awareness and our regional capabilities and the ZICOlaw
Network.
We incurred marketing expenses amounting to approximately RM0.2 million in each of FY2011,

FY2012, FY2013 and HY2014.
OUR MAJOR CLIENTS
Clients contributing 5.0% or more of our Groups total revenue for FY2011, FY2012, FY2013 and
HY2014 are set out below:
Clients
Department of Finance, Dubai
As a percentage (%) of our Groups total revenue

FY2011
FY2012
FY2013
HY2014
11.3
9.9
13.2
0.3
0.4
5.9
0.1
EY
0.2
0.1
8.6
New Zealand Pure Sdn Bhd
5.1
Zaid Ibrahim & Co
20.8
36.5
Labuan Financial Services Authority

Newton Centre Development
General Electric group of companies
Revenue contribution from our clients varies from year to year due to the nature of our business
being conducted mostly on a project basis. We may not secure similar projects or mandates in
terms of size and scope with the same clients year-on-year.
Save as disclosed above, there is no other client whose revenue contribution accounted for more
than 5.0% of our revenue in FY2011, FY2012, FY2013 and HY2014.
Save for Zaid Ibrahim & Co, our Group has not entered into any long term contracts with our major
clients and our Group is not materially dependent on any contract with any client.
Our Substantial Shareholders, Lim Kar Han and Loh Wei Lian, are equity partners of our major
client, Zaid Ibrahim & Co.
To the best of their knowledge, our Directors are not aware of any information or arrangement
which would lead to a cessation or termination of our current relationship with any of our major
clients.
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As at the Latest Practicable Date, save for their interests in quoted or listed equity securities which
save as disclosed above do not exceed 5.0% of the total amount of the issued securities in that
class for the time being, none of our Directors or Substantial Shareholders or their Associates is
related to or has any interest in any of our major clients set out above.
OUR MAJOR SUPPLIERS
Expenses of our Group comprise mainly employee benefits expenses, rental and maintenance
expenses and retainer fees and consultancy fees. As employee benefits expenses and rental and
maintenance expenses are the main components of our items of expense, none of our suppliers
accounted for 5.0% or more of our items of expense for each of FY2011, FY2012, FY2013 and
HY2014.
Our Directors are of the view that, as at the Latest Practicable Date, our business and profitability
are not materially dependent on any of our suppliers. To the best of our Directors knowledge, we
are not aware of any information or arrangement which would lead to a cessation or termination
of our current relationship with any of our suppliers. As at the Latest Practicable Date, none of our
Directors or Substantial Shareholders or their respective Associates has any interest, direct or
indirect, in any of our suppliers.
CREDIT MANAGEMENT
Credit terms offered to our clients
Our Group monitors the financial standing of our clients on an on-going basis to ensure that our
Group is exposed to minimal credit risk. Our clients are mainly financial institutions and
multinational organisations. Our Group does not have any significant credit exposure to any single
client or any group of clients having similar credit risks.
Except for new customers, where deposits in advance are required. We usually extend credit term
of 14 to 60 days to our clients. We perform ongoing credit evaluation of our clients financial
condition and generally do not require collaterals.
Trade receivables turnover days
Our trade receivables turnover days for FY2011, FY2012, FY2013 and HY2014 are as follows:
Trade receivables turnover days
FY2011
FY2012
FY2013
HY2014
204
165
191
152
(1)
Note:
(1)
Trade receivables turnover days is computed as follows:

Average trade receivables balance
Revenue
Number of days
Where:
Average trade receivables balance is based on the average of the opening and closing trade receivables balances
for the relevant financial year/period.
Number of days is defined as the number of calendar days in the relevant financial year/period.
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We generally bill our clients in the Advisory and Transactional Services Segment either monthly
for the time costs incurred or based on milestone achieved. Payments from our clients are
however, generally made closer to the completion of the engagement. Depending on the
complexity of the engagement, projects in our Advisory and Transactional Services Segment
usually take between three (3) to six (6) months to complete.
We seek to maintain strict control over our outstanding receivables via a credit control department
to minimise credit risk. Overdue balances and credit worthiness of the clients are reviewed
quarterly by our credit controller with senior management of the companies in our Group. The
credit controller will implement credit hold if the client is deemed not creditworthy based on joint
assessment with our management.
Impairment Policy
Our Group makes impairment of receivables based on an assessment of the recoverability of
receivables. Impairment is applied to receivables where events or changes in circumstances
indicate that the carrying amounts may not be recoverable.
Our Group specifically analyses historical bad debts, customer concentration, customer
creditworthiness, current economic trends and changes in customer payment terms when making
a judgement to evaluate the adequacy of the impairment of receivables. Where the expectations
differ from the original estimates, the differences would impact the carrying amount of receivables.
We have adopted an impairment policy where doubtful trade receivables will be written-off upon
the impairment loss event (or trigger event) of aging more than 365 days based on our
assessment of historical data.
Our allowance for impairment loss on doubtful trade receivables and bad trade and other
receivables written off for the Period Under Review were as follows:
(RM000)
FY2012
FY2013
HY2014
101
1,446
166
29
342
270
105
29
443
1,716
271
As a percentage of our revenue (%)
0.3
3.5
8.9
1.5
As a percentage of our profit before

income tax (%)
0.5
6.3
13.2
2.8
Allowances for impairment loss on

doubtful trade receivables
Bad trade and other receivables
written off
FY2011
130

The aged analysis of trade receivables past due but not impaired as at the end of the respective
reporting periods were as follows:
(RM000)
2011
As at 31 December
2012
2013
As at
30 June
2014
Past due less than one (1) month
969
1,069
2,823
568
Past due one (1) to two (2) months
177
322
587
294
Past due two (2) to three (3) months
208
304
291
78
Past due three (3) to four (4) months
147
634
453
303
1,373
1,752
1,439
538
Past due over four (4) months
Our Group implemented the control policy and commenced strict monitoring of our outstanding
receivables in FY2013 and we made allowances for impairment loss on doubtful trade receivables
of approximately RM1.4 million for trade receivables that were past due for more than 365 days.
With a strict credit control policy, our trade receivables that were past due decreased from
approximately RM5.6 million as at 31 December 2013 to RM1.8 million as at 30 June 2014.
Credit terms granted by our suppliers
The main components of our expenses are employee benefits expense, rental and maintenance
expense and other non-trade expenses. Our trade payables of RM2.2 million, RM2.3 million,
RM3.4 million and RM1.5 million as at 31 December 2011, 31 December 2012, 31 December 2013
and 30 June 2014 respectively arose from estimated disbursement fees, such as filing fees and
stamp duties, which are billed to clients in anticipation of the payment of such fees to the relevant
authorities. Accordingly, trade payables turnover is not applicable to our business as our trade
payables do not arise from trade expenses incurred.
INVENTORY MANAGEMENT
As we are primarily involved in the provision of professional services, we do not maintain any
inventory due to the nature of our business.
QUALITY MANAGEMENT
Talent Recruitment and Retention
As a service-based company, we believe that our people are our most valuable assets and are the
prime contributors towards the continued success of our Group. Hence, we have invested into our
human resources infrastructure to enhance our talent recruitment and retention.
In November 2013, PwC was commissioned to initiate a human resource transformation
Programme for our Group. This entailed the redesign of our recruitment systems to integrate both
centralized and decentralized recruitment procedures to enable prompt, localized responses by
our human resource representatives from the regional offices without compromising conformance
to policies from the human resource head office in Kuala Lumpur, Malaysia.
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On-boarding and induction programmes have been extended to all regional offices of our Group
and the ZICOlaw Network to help familiarize personnel with policies, benefits and culture of our
Group and the ZICOlaw Network. A human resource helpdesk has also been set up as a common
point of reference to handle human resource related queries from all personnel. Moreover, various
social activities, such as celebrations and family days, have been implemented as part of our
employee relations initiative.
Further, we have developed a structured secondment programme for personnel from our Group
and the ZICOlaw Network to be posted on short and long-term assignments to our and/or our
clients offices across Southeast Asia. This secondment programme serves to address the varying
needs in human resource requirements of various offices, while providing opportunities for such
personnel to gain regional exposure.
Knowledge Management and Training
We emphasise continuous professional development and facilitate this through our dedicated
knowledge management and training practice enhancement groups. While our knowledge
management and training centre is situated in Kuala Lumpur, Malaysia, all our service lines and
offices within our Group and the ZICOlaw Network have specific personnel liaising with it to grow
as knowledge-driven organisations.
Knowledge Management
ZICO Knowledge, a business unit of ZICO Consultancy SB, is our knowledge management
practice enhancement group dedicated to ensuring that the gathering, analysing and
dissemination of knowledge within our Group and to the ZICOlaw Network and clients are carried
out efficiently. ZICO Knowledge provides updates to staff and clients on developments in their
respective sectors and regions. It also maintains a searchable database on our intranet which
houses knowledge resources, including precedents and library references. ZICO Knowledge has
a dedicated Precedent Development Manager to generate and review standard legal document
templates.
In order to maintain consistent professional standards across all our offices, we have developed
and adopted a set of practice standards (Practice Standards) as the model for how each office
is to operate. The Practice Standards include step by step requirements on the processes and
procedures to be followed in all dealings within members of the ZICOlaw Network and with our
clients. We require our personnel to sign off on their individual commitments to comply with the
requirements of the Practice Standards. These standards are internally reviewed at every office
on a periodic basis to ensure compliance.
Using the Practice Standards as the foundation, we have also established workflow templates to
build systems and work processes throughout our Group. We have an in-house review process
whereby the work of our staff is checked by our managers. Our managers are experienced
professionals who are able to provide quality service to our clients. We also have a procedure
manual to ensure consistency in the quality of our services.
Training
ZICO Training, another business unit of ZICO Consultancy SB, is a practice enhancement group
dedicated to improving and maintaining a high level of skills-based and subject-matter
competence across all our service lines. Newcomers to our Group undergo orientation
programmes conducted by our human resource and other practice enhancement groups to
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familiarise themselves with our corporate identity, policies and standard operation practices.
These programmes are conducted in-house with emphasis on matters in relation to employee
conduct and discipline, housekeeping, quality, risk and utilisation of resources.
Our internal training is supplemented by external training to ensure that our personnel gain
exposure to alternative views and insights. We place strong emphasis on training to equip our
personnel with the requisite skills and knowledge to perform at an optimal level.
Our expenses relating to knowledge management and training are insignificant as compared to
our total expenses.
COMPETITION
To the best of our knowledge, we consider our competitors to be multidisciplinary professional
service networks and alternative legal service providers. In relation to our multidisciplinary
services business, we generally compete on, amongst others, quality advice and service,
competitive pricing, innovation and reputation.
As a Group, we believe our competitors to our business model of providing integrated services
include PwC, EY and Deloitte & Touche (Deloitte). Nevertheless, we are able to differentiate our
Group based on the following factors, namely:
(a)
Our innovative business model combining a comprehensive range of services to provide

integrated business solutions; and
(b)
Our unique structure of a holding company to secure capital for investments and to provide
professional management and support services to members of the ZICOlaw Network, whilst
maintaining the partnership model of law firms to preserve their independence and
autonomy, thus allowing lawyers to focus on practising law.
We believe a selection of our competitors for each service sector of our Advisory and
Transactional Services Segment in Southeast Asia are as follows:
Service Sector
Competitors
Legal Services
Rajah & Tann Asia

DFDL
Shariah Advisory Services
Amanie Advisors
Trust Services
TMF Trust Labuan

Kensington Trust Labuan
Noble House
Trident Trust Company (Singapore) Pte. Ltd.
Corporate Services
Boardroom Limited
Symphony House Berhad
Tricor Services (Malaysia) Sdn. Bhd.
Consulting Services
Vriens & Partners
133

As at the Latest Practicable Date, save for their interests in quoted or listed equity securities which
do not exceed 5.0% of the total amount of the issued securities in that class for the time being,
none of our Directors or Substantial Shareholders or their Associates is related to or has any
interest in any of our competitors above.
Our Directors believe that the following competitive strengths have enabled and will continue to
enable us to capitalise on the trends and opportunities in the multidisciplinary services sector in
the ASEAN region:
(a)
Focused Market Positioning

As at the Latest Practicable Date, we have business operations in Indonesia, Lao PDR,
Malaysia (including Labuan), Myanmar and Singapore. We augment our existing regional
presence with that of the ZICOlaw Network to extend our reach to 15 cities across eight (8)
countries in Southeast Asia. This provides us with a geographical advantage in serving
clients throughout the region.
As a regional entity, our Group occupies a unique market position in between both domestic
and international professional service firms. We are well-positioned to compete against
domestic firms in terms of our regional expertise and network reach, and against
international professional service firms in terms of cost efficiency and local insights.
(b)
Multidisciplinary Services, Integrated Solutions

We offer multidisciplinary professional services that can be integrated to create customised
solutions for a wider range of clients and situations which provide a distinctive advantage
over single service providers. Further, we are less reliant on external third parties for
sourcing professional capabilities. This allows us to provide cost-effective and timely
solutions, while cross-selling our strengths in the different service sectors to a wider pool of
clients.
134
Integrated
Solutions
Shariah
Trust
Legal
Compliance advisory
Islamic banking
Shariah-compliant
financing structures
Islamic capital
markets
Trust fund
Succession planning
Training
Advisory and
incorporation
Law and policy reform

Legal/regulatory
exemptions
Crisis response
Shariah-compliant
trusts
Shariah-compliant
companies/
foundations/
charities/family
offices
Halal certification
Shariah policy
consulting
Labuan trustee
Charitable
foundations with trust
structure: tax
exemption under
s.44(6), Income Tax
Act
Advisory and offshore

structures
Asset protection
Shariah
Trust
Consulting
Coalition building
Performance-driven
organizational
restructuring
Regulatory approvals/
license applications
Corporate Services
(c)
Corporate Services
Barriers to Entry
Most of the services provided by our subsidiaries have barriers to entry, which include
professional qualifications, regulatory licensing requirements and restrictions in each
jurisdiction, existing infrastructure and established working relationships with clients.
Further, potential competitors may be deterred from entering our industries, as the
application process for professional licences is rigorous and licencees are subject to
on-going regulation. Please refer to the section entitled General Information on our Group
Licences, Permits, Approvals, Certifications and Government Regulations of this Offer
Document for more details of the respective regulatory bodies and regulatory licensing
requirements for our services.
(d)
Regional Management Experience and Expertise

Our Group is managed by a regional management team consisting of our Managing Director,
Chew Seng Kok and our Executive Directors, Robert Liew and Kelvin Ng, who have in
aggregate, more than 70 years of experience in the professional services industry. They are
responsible for the strategic direction and operations of our Group.
135

The regional management team is supported by our Directors and a team of advisors and
senior partners in the ZICOlaw Network who have extensive experience of working in their
respective countries and in the region. Collectively, they provide invaluable guidance and
local insights. Our advisors and senior partners are set out below.
Advisors in our Group
Senior Partners of the ZICOlaw Network
Chulapong Yukate
Datuk Lee Kah Choon
Datuk Dr Nik Norzrul Thani Bin N. Hassan Thani

Dr Sok Siphana
Anangga Roosdiono
Dr Saw Yu Win
Chew Seng Kok is a member of the ASEAN Business Club, whilst Anangga Roosdiono is a
member of the ASEAN Business Advisory Council, which our Directors believe are amongst
the most influential business groups in the Southeast Asia region. In June 2014, Chew Seng
Kok was recognised by the Financial Times as one of the most innovative lawyers in
Asia-Pacific 1. Likewise, a June 2014 article Rapid change sees law firms rise to fresh
challenges across jurisdictions by the Financial Times states that: The thinking of regional
Asia-Pacific lawyers is sometimes ahead of the international firms. Chew Seng Kok, the
managing partner of ZICOlaw, created a network across members of the ASEAN in just eight
(8) years and has now created a multidisciplinary professional practice that includes law,
trusts and Shariah advice. In many ways, he has achieved what the 2008 Legal Services Act
of the UK widely seen as the most groundbreaking piece of legislation in international legal
services is just beginning to engender 2.
(e)
Reputable Brands
The ZICO, ZICOlaw and ZICOlaw Trusted Business Advisor trademarks have leveraged
on the goodwill and reputation of Zaid Ibrahim & Co built over 25 years. The Lawyer Asia
Pacific 150 3 has ranked Zaid Ibrahim & Co as the largest law firm in Malaysia and one of the
leading law firms in the ASEAN region.
We increase the awareness and enhance the goodwill of these brands through client
seminars and events, business development initiatives and client relationship management
strategies.
This information was extracted from Lawyers connect Asia-Pacific economies to each other and the world from the
Financial
Times
website
at
http://www.ft.com/intl/cms/s/2/903ce8d4-ecbc-11e3-8963-00144feabdc0.html
#axzz34OQVwwKI, which was accessed on 30 June 2014.
This information was extracted from Rapid change sees law firms rise to fresh challenges across jurisdictions from
the Financial Times website at http://www.ft.com/intl/cms/s/2/7869dcbc-e735-11e3-88be-00144feabdc0.html
#axzz34ZSr7PHz, which was accessed on 30 June 2014.
This
information
was
extracted
from
the
The
Lawyer
Asia
Pacific
150
website,
at
http://www.thelawyer.com/analysis/intelligence/asia-pacific-150/asia-pacific-top-100-independent-local-firms, which
was accessed on 10 October 2014.
We have not sought the consents of The Financial Times and/or The Lawyer Asia Pacific 150 to the inclusion of the
relevant information extracted from the relevant website and disclaim any responsibility in relation to reliance on
these statistics and information. As The Financial Times and The Lawyer Asia Pacific 150 have not consented to the
inclusion of the above information in this Offer Document for the purposes of section 249 of the SFA, they are
therefore not liable for the relevant information under section 253 and 254 of the SFA. While reasonable actions
have been taken by our Directors to ensure that the relevant statements from the relevant information are
reproduced in their proper form and context, and that the information is extracted accurately and fairly from the
relevant website or publication, all other parties and ourselves have not conducted an independent review of the
information contained in the relevant website or publication and have not verified the accuracy of the contents of the
relevant information.
136

Some examples of our client events include the following:
(f)
A regional forum AEC Implications for the Private Sector held on 7 March 2014 in
Yangon, Myanmar.
A joint forum on the theme A Trans-ASEAN Perspective to Managing Risk held on 19

February 2014 in Kuala Lumpur, Malaysia.
The ASEAN Wealth Management Summit 2013 held on 26 November 2013 in Kuala
Lumpur, Malaysia.
Innovative Business Model

Our Directors believe that the traditional partnership model on its own has structural
limitations which hinders law firms from tapping into external sources of capital, responding
quickly to external developments or incentivising cross selling with non-legal firms in an
integrated services network.
As such, our Group and the ZICOlaw Network have adopted an innovative business model
which capitalises on the strengths of both the partnership model of law firms and the
corporate structure of companies. On one hand, members of the ZICOlaw Network can
maintain their existing legal structures, which preserve their independence and autonomy as
law firms. On the other hand, our Group is able to leverage on external sources of capital to
fund growth and business expansion. Further, our business model centralises the core
management and support functions to generate cost and operational efficiencies through
economies of scale and scope.
INSURANCE
In respect of our employees, we have obtained workmens compensation insurance (based on the
requirements under the applicable workmens compensation laws in the relevant countries) as
well as professional indemnity, group life, personal accident and hospital and surgical insurance
coverage. As at the Latest Practicable Date, we are also in the process of procuring keyman
insurance coverage for our Managing Director, Chew Seng Kok.
In addition, we also maintain insurance policies which cover losses due to fire in respect of our
office premises, and money in premises and in transit.
Our Directors believe that we have adequate insurance coverage for the purposes of our business
operations and we will procure the necessary additional insurance coverage for our business
operations, properties and assets as and when the need arises. However, significant disruption to
our operations or damage to any of our properties, whether as a result of fire and/or other causes,
may still have a material adverse impact on our operations or financial condition.
137
138
No
Trademark
Myanmar
Australia
Country of
Application
45
45
Class
Legal services; legal research; providing advice and

consultancy to legal enquiries; providing legal
advice and legal services relating to banking, capital
markets,
communications
and
information
technology, construction and engineering, corporate
and commercial, electronic commerce and internet,
foreign investment, human capital services and
industrial relations, intellectual property and media,
international trade, litigation and alternative dispute
resolution, mergers and acquisitions, oil and gas,
privatisation, projects, property, shipping and
admiralty, taxation; legal advisory and consultancy
services relating to the aforesaid services; all
included in Class 45

markets,
communications
and
information
services relating to the aforesaid services
Description
27 September 2013 to
26 September 2016
02 March 2011 to
02 March 2021
Registration Period
Registered
Registered
Status
As at the Latest Practicable Date, our Group has registered or is applying for the registration of the following trademarks:
INTELLECTUAL PROPERTY
ZICO IP
ZICO IP
Registered
Proprietor/
Applicant
Not applicable
24 September
2012 (1)
Date of
Assignment
139
No
Trademark
Indonesia
Country of
Application
45
Class
(Legal services; legal research; providing advice

and consultancy to legal enquiries; providing legal
advice, legal services and legal consultancy
services relating to banking, capital markets,
communications and information technology,
construction and engineering, corporate and
commercial, electronic commerce and internet,
admiralty, taxation.)
Jasa-jasa dibidang pemberian konsultasi dan

nasihat hukum; pemberian konsultasi dan nasihat
hukum tetapi tidak terbatas dalam hal perbankan,
-pasar modal, -komunikasi dan teknologi informasi,
-konstruksi
dan
rekayasa,
-badan
hukum
perusahaan dan perdagangan, -perdagangan
melalui internet dan internet, -penanaman modal
asing, -jasa sumber daya manusia dan hubungan
industrial, -kekayaan intelektual dan media,
-perdagangan international, -litigasi dan alternatif
penyelesaian sengketa, -merger dan akuisisi,
-minyak dan gas, -privatisasi, -properti, -perkapalan
dan hukum laut, -pajak dan konsultasi hukum terkait
lainnya.
Description
Pending
Registration Period
Pending
Status
ZICO
Holdings
Registered
Proprietor/
Applicant
Pending (2)
Date of
Assignment
140
Cambodia
Vietnam
Australia
Trademark
No
Country of
Application
45
45
45
Class
Legal services rendered by lawyers and/or law firms

to individual, group of individuals, organizations and
enterprises.
Providing advice and consultancy; providing legal

and related services including but not limited to
advising
on
banking;
capital
markets,
commercial, E-commerce and Internet, foreign
investment, human capital services and industrial
relations,
intellectual
property
and
media,
admiralty, taxation and any other legal and related
consultancy

markets,
communications
and
information
included in this class
Description
27 August 2012 to
27 August 2022
Pending
03 March 2011 to
03 March 2021
Registration Period
Registered
Pending
Registered
Status
ZICO IP
ZICO IP
ZICO
Holdings
Registered
Proprietor/
Applicant
Not applicable
24 September
2012 (4)
Not available (3)
Date of
Assignment
141
No
Trademark
Indonesia
Country of
Application
45
Class
(Providing legal advice and consultancy on

corporate and commercial, international trade;
providing legal advice and consultancy on banking,
capital market, foreign investment, human capital
services and industrial relations, merger and
acquisition,
privatization,
property,
taxation
providing legal advice and consultancy on
construction and engineering, projects, shipping and
admiralty; providing legal advice and consultancy on
e-commerce
and
internet,
media
and
communications and information technology;
providing legal advice and consultancy on oil and
gas; providing legal and related services including
but not limited to advising on intellectual property,
litigation and alternative dispute resolution, and any
other legal and related consultancy)

nasihat hukum dalam hal badan hukum perusahaan
dan perdagangan, -perdagangan international;
pemberian konsultasi dan nasihat hukum dalam hal
perbankan, -pasar modal, -penanaman modal asing,
-jasa sumber daya manusia dan hubungan
industrial, -merger dan akuisisi, -privatisasi,
-properti, -pajak; pemberian konsultasi dan nasihat
hukum dalam hal konstruksi dan rekayasa, -proyek,
-perkapalan dan hukum laut; pemberian konsultasi
dan nasihat hukum dalam hal perdagangan melalui
internet dan internet, -media, -komunikasi dan
teknologi informasi; pemberian konsultasi dan
nasihat hukum dalam hal minyak dan gas;
pemberian jasa hukum dan jasa lain yang terkait
termasuk tetapi tidak terbatas pada pemberian
nasihat hukum dalam hal kekayaan intelektual,
-litigasi dan alternatif penyelesaian sengketa, dan
konsultasi hukum terkait lainnya.
Description
09 August 2010 to
09 August 2020
Registration Period
Registered
Status
ZICO IP (5)
Registered
Proprietor/
Applicant
24 September
2012 (5)
Date of
Assignment
142
Vietnam
Thailand
Australia
10
Trademark
No
Country of
Application
45
42
45
Class
Legal advice and consultancy, including legal advice

and consultancy in relation to banking, capital
markets,
communications
and
information
and commercial, e-commerce and internet, foreign
relations,
intellectual
property
and
media,
admiralty, taxation
Law Office, providing legal advice and consultancy

providing assistance in respect of legal matters, and
providing services on certifying legal documents
Providing legal and related services including but

not limited to advising on insurance, banking, capital
markets,
communications
and
information
and commercial, E-commerce and internet, foreign
relations,
intellectual
property
and
media,
privatization, projects, property, shipping and
admiralty, taxation and other legal and related
consultancy
Description
10 June 2010 to
10 June 2020
08 December 2005 to
07 December 2015
11 August 2010 to
11 August 2020
Registration Period
ZICO IP
ZICO IP
Registered
Registered
ZICO IP
Registered
Status
Registered
Proprietor/
Applicant
24 September
2012 (4)
11 October
2012 (7)
13 May 2014 (6)
Date of
Assignment
143
11
No
Trademark
Indonesia
Country of
Application
42
Class
(providing advice and consultancy; providing legal

advising
on
banking,
capital
markets,
commercial, e-commerce and internet, foreign
relations,
intellectual
property
and
media,
consultancy; all included in class 42)
Pemberian nasihat dan konsultasi; pemberian jasa

hukum dan jasa lain yang terkait termasuk tetapi
tidak terbatas pada pemberian nasihat dalam bidang
perbankan, pasar modal, komunikasi dan teknologi
informasi, konstruksi dan rekayasa, korporasi dan
perdagangan,
perdagangan
melalui
internet
(e-commerce) dan internet, penanaman modal
asing, jasa sumber daya manusia dan hubungan
industrial, kekayaan intelektual dan media,
perdagangan internasional, litigasi dan alternatif
penyelesaian sengketa, merger dan akuisisi, minyak
dan gas, privatisasi, proyek, properti, perkapalan
dan hukum laut, pajak dan konsultasi hukum terkait
lainnya.
Description
31 August 2005 to
31 August 2015
Registration Period
Registered
Status
ZICO IP (5)
Registered
Proprietor/
Applicant
24 September
2012 (5)
Date of
Assignment
144
12
No
Trademark
Indonesia
Country of
Application
45
Class
(Providing legal advice and consultancy; providing

legal and related service including but not limited to
advising
on
banking;
capital
markets,
commercial, E-commerce and internet, foreign
relations,
intellectual
property
and
media,
consultancy.)

nasihat hukum; pemberian konsultasi dan nasihat
hukum tetapi tidak terbatas dalam hal perbankan,
-pasar modal, -komunikasi dan teknologi informasi,
-konstruksi
dan
rekayasa,
-badan
hukum
perusahaan
dan
perdagangan,-perdagangan
melalui internet dan internet, -penanaman modal
asing, -jasa sumber daya manusia dan hubungan
industrial, -kekayaan intelektual dan media,
-perdagangan international, -litigasi dan alternatif
penyelesaian sengketa, -merger dan akuisisi,
-minyak dan gas, -privatisasi, -properti, -perkapalan
dan hukum laut, -pajak dan konsultasi hukum terkait
lainnya.
Description
24 September 2020
Registration Period
Registered
Status
ZICO
Holdings
Registered
Proprietor/
Applicant
Not
applicable (9)
Date of
Assignment
145
Brunei
14
ZAID IBRAHIM &

CO
Vietnam
Trademark
13
No
Country of
Application
42
45
Class

advising
on
banking,
capital
markets,
relations,
intellectual
property
and
media,
consultancy; all included in class 42.
Providing legal and related services including but

not limited to advising on insurance, banking, capital
markets,
communications
and
information
and commercial, E-commerce and internet, foreign
relations,
intellectual
property
and
media,
privatization, projects, property, shipping and
admiralty, taxation and other legal and related
consultancy
Description
26 January 2005 to
26 January 2015
11 August 2010 to
11 August 2020
Registration Period
Registered
Registered
Status
ZICO IP
ZICO IP
Registered
Proprietor/
Applicant
24 September
2012
13 May 2014 (6)
Date of
Assignment
146
Trademark
ZAID IBRAHIM &

CO
No
15
Indonesia
Country of
Application
42
Class
(Providing advice and consultancy; providing legal

advising
on
banking,
capital
markets,
relations,
intellectual
property
and
media,
consultancy; all included in class 42.)
Pemberian nasihat dan konsultasi; pemberian jasa

hukum dan jasa lain yang terkait termasuk tetapi
tidak terbatas pada pemberian nasihat dalam bidang
perbankan, pasar modal, komunikasi dan teknologi
informasi, konstruksi dan rekayasa, korporasi dan
perdagangan,
perdagangan
melalui
internet
(e-commerce) dan internet, penanaman modal
asing, jasa sumber daya manusia dan hubungan
industrial, kekayaan intelektual dan media,
perdagangan internasional, litigasi dan alternatif
penyelesaian sengketa, merger dan akuisisi, minyak
dan gas, privatisasi, proyek, properti, perkapalan
dan hukum laut, pajak dan konsultasi hukum terkait
lainnya.
Description
31 August 2005 to
31 August 2015
Registration Period
Registered
Status
ZICO IP (5)
Registered
Proprietor/
Applicant
24 September
2012
Date of
Assignment
147
ZAID IBRAHIM &

CO
ZAID IBRAHIM &

CO
16
17
Trademark
No
Myanmar
Malaysia
Country of
Application
45
42
Class

markets,
communications
and
information

advising
on
banking,
capital
markets,
relations,
intellectual
property
and
media,
Description
25 September 2016
07 March 2002 to
07 March 2022
Registration Period
Registered
Registered
Status
ZICO IP
ZICO IP
Registered
Proprietor/
Applicant
Not applicable
24 September
2012 (4)
Date of
Assignment
148
45
Lao PDR
20
42
45
Singapore
Cambodia
ZAID IBRAHIM &

CO
18
Class
19
Trademark
No
Country of
Application

markets,
communications
and
information
foreign investment, franchising, human capital
services and industrial relations, intellectual
property and media, international trade, litigation
and alternative dispute resolution, mergers and
acquisitions, oil and gas, privacy and data
protection, privatisation, projects, property, shipping
and admiralty, taxation; legal advisory and
consultancy services relating to the aforesaid
services.
Legal services rendered by lawyers and/or law firms

to individual, group of individuals, organizations and
enterprises.
Providing legal advice and legal consultancy to legal

enquiries; providing legal advice and legal services
relating
to
banking,
capital
markets,
relations,
intellectual
property
and
media,
consultancy; all included in Class 42
Description
Pending
27 August 2012 to
27 August 2022
17 August 2005 to
17 August 2015
Registration Period
Pending
Registered
Registered
Status
ZICO IP
ZICO IP
ZICO IP
Registered
Proprietor/
Applicant
Not Applicable
Not applicable
24 September
2012
Date of
Assignment
149
22
21
No
Trademark
Malaysia
Malaysia
Country of
Application
45
45
Class

advising
on
banking;
capital
markets,
relations,
intellectual
property
and
media,
Legal advice; legal consultancy; technical and legal

research; legal services; litigation services,
advocacy
services;
arbitration,
mediation,
conciliation and other dispute resolution services;
conveyancing services; title searching; intellectual
property consultancy; establishment, maintenance
and management of intellectual property rights;
copyright management; patent agency, trade mark
agency, industrial design agency; intellectual
property watch services; legal enquiry and
investigation services; preparation of reports,
provision of information and advisory services, all
relating to the aforesaid services; all included in
class 45.
Description
03 June 2010 to
03 June 2020
29 February 2008 to
28 February 2018
Registration Period
Registered
Registered
Status
ZICO IP
ZICO
Malaysia
Registered
Proprietor/
Applicant
24 September
2012 (4)
Not applicable
Date of
Assignment
150
24
23
No
Trademark
Malaysia
Singapore
Country of
Application
42
45
Class

advising
on
banking,
capital
markets,
relations,
intellectual
property
and
media,
Providing advice and consultancy services in

relation to the law and legal services; providing legal
services relating to banking, capital markets,
commercial, E-commerce and internet, foreign
relations,
intellectual
property
and
media,
admiralty, taxation; legal consultancy services
relating to the aforesaid services.
Description
22 December 2004 to
22 December 2024
11 June 2010 to
11 June 2020
Registration Period
Registered
Registered
Status
ZICO IP
ZICO IP
Registered
Proprietor/
Applicant
24 September
2012 (4)
24 September
2012
Date of
Assignment
151
26
25
No
Trademark
Malaysia
Singapore
Country of
Application
45
42
Class

markets,
communications
and
information
included in class 45.
Providing advice and consultancy to legal enquiries;

providing legal advice and legal services relating to
banking, capital markets, communications and
information
technology,
construction
and
engineering, corporate and commercial, electronic
commerce and internet, foreign investment, human
capital services and industrial relations, intellectual
acquisitions, oil and gas, privatisation, projects,
property, shipping and admiralty, taxation; legal
services; all included in Class 42.
Description
01 March 2011 to
01 March 2021
17 August 2005 to
17 August 2015
Registration Period
Registered
Registered
Status
ZICO
(8)
Holdings
ZICO IP
Registered
Proprietor/
Applicant
24 September
2012 (4)
24 September
2012
Date of
Assignment
152
28
27
No
Trademark
Thailand
Singapore
Country of
Application
42
45
Class

markets,
communications
and
information
services relating to the aforesaid services.

markets,
communications
and
information
included in Class 45.
Description
Pending
02 March 2011 to
02 March 2021
Registration Period
Pending
Registered
Status
ZICO
Holdings (10)
ZICO
Holdings (8)
Registered
Proprietor/
Applicant
Pending (11)
24 September
2012 (4)
Date of
Assignment
153
30
29
No
Trademark
Malaysia
UAE
Country of
Application
45
45
Class

markets,
communications
and
information
services; all included in Class 45.

markets,
communications
and
information
and commercial, electronic commerce and internet
projects, property, shipping and admiralty, taxation;
legal advisory and consultancy services relating to
the aforesaid services; all included in Class 45.
Description
Not applicable
03 March 2011 to
03 March 2021
Registration Period
Pending
Registered
Status
ZICO IP
ZICO
Holdings
Registered
Proprietor/
Applicant
Not applicable
Pending
Date of
Assignment
154
33
32
31
No
ZICOLAW
ZICOLAW
Trademark
45
42
Thailand
45
Class
Philippines
Myanmar
Country of
Application
Law Office, providing legal advice and consultancy

providing assistance in respect of legal matters, and
providing services on certifying legal documents

markets,
communications
and
information
services; all included in class 45.

markets,
communications
and
information
Description
08 December 2005 to
07 December 2015
Pending
25 September 2016
Registration Period
Registered
Pending
Registered
Status
ZICO IP
ZICO IP
ZICO IP
Registered
Proprietor/
Applicant
11 October
2012 (7)
Not Applicable
Not applicable
Date of
Assignment
155
35
34
No
Trademark
Singapore
Malaysia
Country of
Application
45
45
Class

markets,
communications
and
information

markets,
communications
and
information
Description
Pending
Pending
Registration Period
Pending
Pending
Status
ZICO IP
ZICO IP
Registered
Proprietor/
Applicant
Not Applicable
Not Applicable
Date of
Assignment
156
Vietnam
38
Philippines
Thailand
Trademark
37
36
No
Country of
Application
45
45
45
Class
Legal research
Providing advice and consultancy to legal
enquiries
2.
3.

consultancy to legal enquiries; providing legal advice and
legal services relating to banking, capital markets,
communications
and
information
technology,
construction
and
engineering,
corporate
and
commercial, electronic commerce and internet, foreign
investment, franchising, human capital services and
resolution, mergers and acquisitions, oil and gas, privacy
and data protection, privatisation, projects, property,
shipping and admiralty, taxation; legal advisory and
consultancy services relating to the aforesaid services.
Legal services
1.

markets,
communications
and
information
Description
Pending
Pending
Pending
Registration Period
Pending
Pending
Pending
Status
ZICO IP
ZICO IP
ZICO IP
Registered
Proprietor/
Applicant
Not Applicable
Not Applicable
Not Applicable
Date of
Assignment
157
Save as disclosed above, our Group does not own or use any trademark, patent or other intellectual property which are material to our business or
profitability.
The assignment has been filed but is yet to be processed by the registry in Thailand.
(11)
This refers to the date of amendment of the proprietors name at the Thailand Registry.
(7)
By a deed of assignment dated 6 August 2012, ZICO Holdings assigned to ZICO IP all the rights, title and interests derived from and in connection with the trademark in Thailand.
By a deed of assignment dated 24 September 2012, Zaid Ibrahim & Co has assigned to ZICO IP all the rights, title and interests derived from and in connection with the trademarks
in Vietnam.
(6)
(10)
By a deed of assignment dated 24 September 2012 between Zaid Ibrahim & Co and ZICO IP, Zaid Ibrahim & Co has assigned unto ZICO IP the relevant trademark registered in Indonesia,
together with the good will of the business of Zaid Ibrahim & Co concerned in the goods, for which the said trademark is registered to hold the same unto ZICO IP and their assignees
absolutely and Zaid Ibrahim & Co thereby consent to ZICO IP being entered on the register of the trademarks in Indonesia as the subsequent proprietors of the said trademark.
(5)
The deed of assignment of this trademark from ZICO Holdings to ZICO IP has not been executed as this mark was cited against the trademark ZICOlaw as set out in the table above.
The mark has been assigned to ZICO Holdings to overcome the citation objection.
By a deed of assignment dated 24 September 2012, Zaid Ibrahim & Co has assigned all the property, right, title and interest in and to the trademark to ZICO IP.
(4)
(9)
By a deed of assignment dated 21 August 2014, ZICO Holdings assigned to ZICO IP all the rights, title and interests derived from and in connection with the trademark in Vietnam. As
the assignment filed has yet to be processed, the date of assignment is currently unavailable.
(3)
As at the Latest Practicable Date, application of an assignment for registration as proprietor of the trademark has been made. Once the application has been processed, ZICO IP will
be the registered proprietor of this trademark.
ZICO Holdings is the registered proprietor for this trademark. The deed of assignment for this trademark in favour to ZICO IP has not been executed.
(2)
(8)
The deed of assignment dated 24 September 2012 has not been filed at the relevant registry.
(1)
Notes:

LICENCES, PERMITS, APPROVALS, CERTIFICATIONS AND GOVERNMENT REGULATIONS
We are subject to all relevant laws and regulations of the countries where our business operations
are located and may be affected by policies which may be introduced by the relevant governments
from time to time. We have identified the main laws and regulations (apart from those pertaining
to general business requirements) that materially affect our operations, the relevant regulatory
bodies and the licences, permits and approvals typically required for the conduct of our business.
Save as disclosed herein and apart from those pertaining to general business registration
requirements, we do not require any other material licences, registrations, permits or approvals in
respect of our operations. As at the Latest Practicable Date, our Directors believe that we are not
in breach of any laws or regulations applicable to our business operations that would materially
affect our business operations.
The following licence is required for our business operations in Singapore:
No.
1.
Type of
licence
Trust Business
Licence
Licensing body
Description
The Authority
Under section 3(1) of the Trust Companies Act,

Chapter 336 (Trust Companies Act), Allshores
Trust requires a trust business licence from the
Authority to carry out trust business.
Section 3(4) of the Trust Companies Act provides
that any person who contravenes section 3(1) of
the Trust Companies Act shall be guilty of an
offence and shall be liable on conviction to a fine
not exceeding $75,000 or to imprisonment for a
term not exceeding three (3) years or to both
and, in the case of a continuing offence, to a
further fine not exceeding $7,500 for every day or
part thereof during which the offence continues
after conviction.
In addition to the above, the following is a summary of the main legislation in Singapore that is
relevant to our business in Singapore as at the Latest Practicable Date.
(a)
Trust Companies Act

Unless the person is a specified person who falls within the second schedule of the Trust
Companies Act, no person shall carry on any trust business or hold himself out as carrying
on any trust business in or from Singapore unless that person is a licensed trust company.
The following persons are specified persons:
(a)
a bare trustee;
(b)
a person acting as a trustee or an administrator of a business trust;
(c)
the trustee-manager of a registered business trust;

158

(d)
a person preparing or advising on a will; or
(e)
a person acting as the executor or as the administrator of the estate of a deceased

person (including his acting in any matter that arises in consequence of the execution
of the will or the administration of the estate of the deceased person, as the case may
be).
The following businesses constitute trust business:

(a)
the provision of services with respect to the creation of an express trust;
(b)
acting as trustee in relation to an express trust;
(c)
arranging for any person to act as trustee in respect of an express trust; or
(d)
the provision of trust administration services in relation to an express trust.
An applicant may apply to the Authority for the grant of a trust business licence.
The Authority shall not grant a trust business licence unless the applicant is:
(a)
a company incorporated under the Singapore Companies Act; or
(b)
a foreign company registered under Division 2 of Part XI of the Singapore Companies

Act.
A trust business licence shall only be granted if the applicant meets such minimum financial
and other requirements as the Authority may prescribe.
The Authority may refuse the application if
(a)
the applicant has not provided the Authority with such information or document as the
Authority may require in relation to
(i)
the applicant or any person employed by or associated with the applicant for the
purposes of its trust business; or
(ii)
any circumstances likely to affect the manner in which the applicant conducts its
trust business;
(b)
any information or document that is furnished by the applicant to the Authority is false
or misleading;
(c)
the applicant or its substantial shareholder is in the course of being wound up or

otherwise dissolved, whether in Singapore or elsewhere;
(d)
execution against the applicant or its substantial shareholder in respect of a judgement

debt has been returned unsatisfied in whole or in part;
(e)
a receiver, a receiver and manager, a judicial manager or an equivalent person has

been appointed, whether in Singapore or elsewhere, in relation to or in respect of any
property of the applicant or its substantial shareholder;
159

(f)
the applicant or its substantial shareholder has, whether in Singapore or elsewhere,

entered into a compromise or scheme of arrangement with its creditors, being a
compromise or scheme of arrangement that is still in operation;
(g)
the applicant or its substantial shareholder, or any officer of the applicant

(i)
has been convicted, whether in Singapore or elsewhere, of any offence involving

fraud or dishonesty or the conviction for which involved a finding that it or he had
acted fraudulently or dishonestly; or
(ii)
has been convicted of an offence under this Act;
(h)
the Authority is not satisfied as to the educational or other qualification or experience of

the officers or employees of the applicant having regard to the nature of the duties they
are to perform if the applicant were granted the trust business licence;
(i)
the applicant fails to satisfy the Authority that it is a fit and proper person to be licensed
or that all of its officers, employees and substantial shareholders are fit and proper
persons;
(j)
the Authority has reason to believe that the applicant may not be able to act in the best
interests of any protected party having regard to the reputation, character, financial
integrity and reliability of the applicant or its officers, employees or substantial
shareholders;
(k)
the Authority is not satisfied as to the financial standing of the applicant or its substantial
shareholders or the manner in which the applicants trust business is to be conducted;
(l)
the Authority is not satisfied as to the record of past performance or expertise of the
applicant, having regard to the nature of the trust business which the applicant may
carry on if granted the trust business licence;
(m) there are other circumstances which are likely

(i)
to lead to the improper conduct of the applicants trust business by the applicant
or any of its officers, employees or substantial shareholders; or
(ii)
to reflect discredit on the manner in which the applicant or its substantial

shareholders conducts its trust business;
(n)
the Authority has reason to believe that the applicant, or any of its officers or
employees, will not efficiently, honestly or fairly perform any of the activities or provide
any of the services for which the applicant seeks to be licensed; or
(o)
the Authority is of the opinion that it would be contrary to the interests of the public to
grant the trust business licence to the applicant.
160

Malaysia (including Labuan)
The following is a list of the licences, permits and approvals required for our business
operations in Malaysia (including Labuan):
No.
1.
Type of
licence
Licensing body
Description
Trust company
licence
Labuan Financial
Services Authority
Under Section 60 of the Labuan Securities

Act, ZICO Trust requires a trust company
licence from the Labuan Financial Services
Authority to conduct trust company
business in Labuan. The trust company
licence has no expiry date.
There are no provisions specified in the
Labuan Securities Act for breach of Section
60 or any of the conditions attached to the
Labuan trust company licence.
2.
Service tax
licence
Director General of
Customs and
Excise
Section 3 of the Service Tax Regulations

1975 (Regulations) provides that the
taxable service and taxable person shall be
those set out in the second schedule of the
Regulations.
Section 8(1) of the Service Tax Act 1975
provides that every person who carries on a
business of providing taxable service shall
apply to the senior officer of customs in the
prescribed form for a licence, and no
taxable person shall carry on such business
unless he is in possession of a licence
issued by the Director General.
ZICO Corporate Services and ZICO Shariah
which provide consultancy and Shariah
advisory services respectively, fall under
item O, group G of the second schedule of
the Regulations, being taxable persons
providing taxable services.
161
No.
3.
Type of
licence
Certificate of
Registration of
Shariah
Advisers
Licensing body
Description
Securities
Commission
Under the Registration of Shariah Advisers

Guidelines issued by the Securities
Commission under Section 377 of the
Capital Markets and Services Act, ZICO
Shariah requires a certificate of registration
of Shariah advisers from the Securities
Commission to practise as a registered
advisor in relation to Shariah law.
(Sijil
Pendaftaran
Penasihat
Syariah)
Pursuant to Section 377(4) of the Capital

Markets and Services Act, any registered
Shariah adviser contravenes or fails to give
effect to any guideline or practice note
issued by the Securities Commission, the
Securities Commission may take any one or
more of the actions set out in Section 354 of
the Capital Markets and Services Act as it
think fit.
Further, Section 354(3) of the Capital
Markets and Services Act provides that if a
person has committed a breach and the
Securities Commission is satisfied that it is
appropriate in all the circumstances to take
action against that person, the Securities
Commission may take any one or more of
the following actions, inter alia:
162
(a)
direct the person in breach to comply

with, observe, enforce or give effect to
such rules, provisions, written notice,
condition or guideline;
(b)
impose a penalty in proportion to the

severity or gravity of the breach on the
person in breach, but in any event not
exceeding five hundred thousand
ringgit;
(c)
reprimand the person in breach; and
(d)
require the person in breach to take

such
steps
as
the
Securities
Commission may direct to remedy the
breach, including making restitution to
any other person aggrieved by such
breach.

In addition to the above, the following is a summary of the main laws and regulations of
Malaysia that are relevant to our business in Malaysia as at the Latest Practicable Date.
(a)
Laws pertaining to Employment and Occupational Health and Safety

The main legislations that govern employment in Malaysia are as follows:
Employment Act 1955 (EA 1955); and
Industrial Relations Act 1967 (IRA 1967)
Employers are, however, advised to bear in mind the following legislation:
Employees Provident Fund Act 1991
Employees Social Security Act 1969
The provisions of these Acts are applicable to all industries and persons categorized as
qualifying or falling within the applicable categories of each such Act. The EA 1955 provides
for the rights of employees and sets out restrictions within which employers are required to
operate for the benefit of the employees. The EA 1955 provides, inter alia, for provisions
relating to:
the payment of wages, e.g., time for payment of wages, payments on termination of
contracts, lay-off and retirement benefits;
the contracts of service, e.g., requiring contracts to be in writing, making provision for
termination of contracts, construction of contracts;
rest days, hours of work, holidays;
employment of women and maternity protection provisions; and
other matters for the due regulation of human resources.
The IRA 1967 is an Act to promote and maintain industrial harmony and to provide for the
regulation of the relations between employers and workmen and their trade unions and the
prevention and settlement of any differences or disputes arising from their relationship and
generally to deal with trade disputes and matters arising therefrom. The Industrial Court is
formed under the provisions of the IRA 1967 and the Industrial Court is the primary forum for
resolution of labour disputes relating to dismissals in Malaysia.
The Employees Provident Fund Act 1991 and the Employees Social Security Act 1969
respectively are Acts to provide for the law relating to a scheme of savings for employees
retirement and the management of the savings for retirement purposes and to provide for the
establishment of a social security fund to be utilized by contributors in certain contingencies.
The Occupational Safety and Health Act 1994 (OSHA) is designed to make provision for
securing safety, health and welfare of persons at work, for protecting others against risks to
safety or health in connection with the activities of persons at work, to establish the National
163

Council for Occupational Safety and Health and for matters connected therewith. Our Group
would is obliged under the provisions of OSHA to ensure that any place of work that it
maintains in Malaysia is safe and without risks to health.
(b)
Labuan Securities Act

Licensing requirements
In Labuan, a company incorporated or registered under the Labuan Companies Act may
apply to the Labuan Financial Services Authority for licence to carry on trust company
business in Labuan.
Trust Company Business includes:
(i)
establishing or using a share transfer office or share registration office;
(ii)
administering, managing or otherwise dealing with property as an agent, legal personal

representative or trustee, whether by servant or agent or otherwise;
(iii) maintaining an agent for the purpose of soliciting or procuring business, whether or not
the agent is continuously resident in Labuan; maintaining an office, agency or branch,
whether or not that office, agency or branch is also used for any purpose by another
entity;
(iv) the provision of:
(a)
management and accounting services to; or
(b)
directors, secretaries and registered offices for,
Labuan companies incorporated or registered under the LCA and foreign Labuan
companies registered under the LCA;
(v)
incorporating or registering companies under the LCA and generally acting as a lodging
agent for any document required to be lodged by a company or person under the LCA;
and
(vi) providing such other services as may be approved by the Authority from time to time,
to or on behalf or any person.
An applicant may apply to the Labuan Financial Services Authority for a licence by meeting
the following criteria:
(i)
the applicant has contributed at least the equivalent in any foreign currency of
RM150,000 to the capital or working funds of the Labuan company or foreign Labuan
company;
(ii)
the applicant either

(a)
has obtained, or will obtain a professional indemnity insurance policy with a

coverage of not less than RM1,000,000 or its equivalent in any foreign currency or
such other amount or denomination as may be determined by the Authority; or
164

(b)
has deposited with the Authority security to the value of RM100,000 or its
equivalent in any foreign currency or such other amount or denomination as may
be determined by the Authority;
(iii) the applicant is able to meet its obligations, including its liabilities to its shareholders;
and
(iv) the directors and officers of the applicant who are responsible for the management of
the Labuan trust company in Labuan, are fit and proper persons.
(c)
Capital Markets and Services Act

In Malaysia, any person seeking to advise on the issuance of Shariah-based products or
services is required to be a registered Shariah adviser.
Criteria for registration and renewal of registration is as follows:
(a)
Where the applicant is a corporation, it should employ at least one full-time officer to be
responsible for Shariah matters for the products and services provided.
(b)
The personnel of the corporation should have at least a degree in Shariah, particularly
in fiqh muamalat or Islamic jurisprudence from an institution recognised by the
Malaysian government.
(c)
The personnel of the corporation (i.e., directors or chief executive) should:
(d)
(i)
have at least two (2) years of relevant experience and/or exposure in Islamic
finance; or
(ii)
have at least one (1) year of relevant experience and/or exposure in Islamic
finance and have attended at least five (5) relevant Islamic finance
courses/workshops.
The personnel of the corporation (i.e., directors or chief executive) and the corporation
must not:
(i)
have been convicted, whether within or outside Malaysia, of an offence involving

fraud or other dishonesty or violence or the conviction of which involved a finding
that he/it acted fraudulently or dishonestly;
(ii)
have been convicted of an offence under the securities law;
(iii) have contravened any provision made by or under any written law appearing to the
Securities Commission to be enacted for protecting members of the public against
financial loss due to dishonesty, incompetence or malpractice by persons
concerned in the provision of financial services or the management of companies;
or
(iv) have contravened any provision made by or under any written law appearing to the
Securities Commission to be enacted for protecting members of the public against
financial loss due to the conduct of undischarged bankrupts.
165

Others
Apart from the above, we are required to comply with relevant government regulations in respect
of our business operations in Indonesia, Lao PDR and Myanmar, and to maintain the licenses,
permits and approvals for our business operations in these countries as set out below:
Indonesia
No.
1.
Type of
licence
Licensing body
Description
Investment
Registration
Capital Investment
Coordinating Board
(Pendaftaran
Penanaman
Modal)
(Investment
Registration)
(Badan Koordinasi
Penanaman Modal)
Under the Capital Investment Law No. 25 of 2007

regarding Capital Investment and the relevant
regulations
of
the
Capital
Investment
Coordinating Board, ZICO Indonesia requires an
investment registration from the Capital
Investment Coordinating Board being approval
on the establishment of the company as foreign
investment.
The validity of the investment registration is
conditional upon the execution of a deed of
establishment of the company within six (6)
months of the investment application. It may be
renewed subject to such conditions and
restrictions
as
the
Capital
Investment
Coordinating Board may think fit.
2.
Decree of
Minister of
Law and
Human Rights
of the Republic
of Indonesia
Ministry of Law and

Human Rights
Under the Company Law No. 40 of 2007

regarding Limited Liability Companies, ZICO
Indonesia requires a decree from the Ministry of
Law and Human Rights being approval on the
establishment of the company and granting of
legal entity status of the company. The validity of
the decree is indefinite.
3.
Taxpayer
Number
(Nomor Pokok
Wajib Pajak)
Directorate General
of Taxation of the
Ministry of Finance
Under the General Tax Law No. 6 of 1983

regarding General Provisions and Procedures of
Tax (as amended several times and lastly
amended by Law No. 16 of 2009, ZICO Indonesia
requires a taxpayer number from the Directorate
General of Taxation of the Ministry of Finance to
register ZICO Indonesia as a taxpayer.
The taxpayer number is valid for so long as the
company conducts its business activity.
166

Lao PDR
No.
1.
Type of
licence
Intellectual
Properties
Agent
Licensing body
Description
Ministry of Science
and Technology
Under the Law on Intellectual Property, No.

01/NA, dated 20 December 2011 and internal
practice of the Intellectual Property Department,
Ministry of Science and Technology, our
Subsidiary Law Firm, Vientiane Law, requires a
licence from the Directorate of Investment and
Company Administration to be an agent for filing
application regarding Intellectual Properties
registration.
The Intellectual Properties Agent licence is valid
throughout the operation period of Vientiane
Law.
2.
Legal Advisor
Operation
License
Ministry of Justice
Under the Decision of Minister of the Ministry of

Justice regarding Establishment and Operation
of Legal Consultancy Office, No. 178/MJ, dated
18 September 2007 and internal practice of the
Ministry of Justice, a lawyer of the law firm is
required to maintain a legal advisor operation
license on behalf of the law firm from the Ministry
of Justice to permit the company to operate a law
firm business.
The Legal Advisor Operation License is usually
granted for a period of three (3) years. It may be
granted or renewed subject to such conditions
and restrictions as the Ministry of Justice may
think fit.
As at the Latest Practicable Date, under the Law
on Lawyer, No. 10/NA, dated 21 December 2011,
non-lawyers are permitted to own shares in law
firms and participate in their profits.
Law on Lawyer requires the promoter of a law
firm to be a lawyer, or that the law firm must have
a lawyer as a shareholder. As long as there is a
lawyer holding shares in the law firm, any nonlawyer can also hold shares in the law firm. As at
the Latest Practicable Date, our Group has 70%
equity interest in Vientiane Law, with the
remaining equity interest held by Mr.
Viengsavanh who is a lawyer and Ms. Noy
Sengkhamyong.
167
No.
3.
Type of
licence
Licensing body
Description
Company Seal
Using Permit
Department of
Public Security
Under the Prime Minister Decree No. 218/PM,

dated 19 July 2005 regarding Management and
Using of Seals, our Subsidiary Law Firm,
Vientiane Law, requires a licence from the
Department of Public Security to approve the use
of the companys seal. The Company Seal Using
Permit is valid throughout the operation of
Vientiane Law.
Licensing body
Description
Directorate of
Investment and
Company
Administration
Under the Myanmar Companies Act, our

Subsidiary Law Firm, ZICOlaw Myanmar,
requires a licence from the Directorate of
Investment and Company Administration to carry
out the operation of administrative and law
consultancy services within Myanmar.
Myanmar
No.
1.
Type of
licence
Form of Permit
to Trade
The Form of Permit to Trade is usually granted

for a period of five (5) years. It may be granted or
renewed subject to such conditions and
restrictions as the Directorate of Investment and
Company Administration may think fit.
BVI
Our BVI subsidiary, ZICO IP, is the owner of intellectual property rights. It does not carry on
business in the BVI, trade with person in the BVI or make any invitation to the public in the BVI
to subscribe for any of its securities and does not own any interest in real property situated in the
BVI. Accordingly, there are no relevant laws or regulations in the BVI, which materially affect our
business operations.
As at the Latest Practicable Date, to the best of our Directors knowledge and belief, our Group
has obtained all material licences, registrations, permits and approvals necessary for our current
operations.
168

PROPERTIES AND FIXED ASSETS
The following table sets out the property owned by our Associated Company, GASB as at the
Latest Practicable Date:
Nature and
Description
of Property
Office/Double
Storey
Bungalow
Location
Approximate
Gross Floor
Area (sq ft)
No. 16,
Crookshank
Road,
Kuching,
Sarawak
8,900
Tenure
Encumbrance
Until
31 December 2799
Charged to Bank
Islam with charge
instrument
no:
L-030765/2011;
and
charge
instrument
no:
L-030766/201188.
Description
of Use
Leased to
ZICOlaw
Sarawak
Save as disclosed above, we do not own any property as at the Latest Practicable Date.
As at the Latest Practicable Date, our Group and Associated Company, GASB lease/sub-lease the
following properties:
Approximate
Gross Floor
Area (sq ft) Lease period
Monthly
Rental
Lessor/
Sub-lessor
Lessee/
Sub-lessee
GASB
ZICOlaw
Sarawak
No. 16,
Crookshank
Road,
Kuching,
Sarawak
8,900
From 1 May 2012 to RM6,000

30 May 2017 and
renewable at the
tenants option for a
further period of five
(5) years.
Allshores
Trust
CG Connect,
LLC
#15-00 ASO
Building,
No. 8 Robinson
Road,
Singapore
048544
1,206
From 1 May 2014 to

30 April 2016 with
the option to renew
for a further term of
two (2) years at a
monthly rental to be
mutually agreed
Location
Description
of Use
Office
S$7,352
per Office
month (inclusive
of service charge
and
the
prevailing GST
of 7%)
The following table sets out the properties leased by our Group as at the Latest Practicable Date:
Tenant/
Lessee
Allshores
Trust
Location
#15-00 ASO
Building,
No. 8
Robinson Road,
Singapore
048544
Approximate
Gross Floor
Area
(sq ft)
2,411
Tenure
Monthly Rental
From 1 May
2014 to 30 April
2016 with the
option to renew
for a further
period of two (2)
years
at
a
mutually agreed
rental
S$14,705
per
month (inclusive of
service charge and
the prevailing GST
of 7%)
169
Description
of Use
Office
Lessor
Penfield
Company
Limited
Tenant/
Lessee
Location
Approximate
Gross Floor
Area
(sq ft)
Tenure
Monthly Rental
Description
of Use
Lessor
ZICO Trust
Unit Level 13(A),

Main Office Tower,
Financial Park
Labuan Complex
4,504
Two (2) years

from 2 May
2014 to 1 May
2016
RM15,056
Office
Financial
Park
(Labuan)
Sdn. Bhd.
ZICO
Corporate
Services
Lot 2-4, Level 2

Tower Block,
Menara Milenium,
8 Jalan
Damanlela,
Pusat Bandar
Damansara,
Damansara
Heights,
50490
Kuala Lumpur
1,615
Three (3) years

from
1 January 2014
RM7,509
Office
Oriland
Sdn. Bhd.
ZICO
Consultancy
SB
Level 13A-1, Level

13A
(Tower Block),
Menara Milenium,
8 Jalan
Damanlela,
Pusat Bandar
Damansara,
Damansara
Heights,
50490
Kuala Lumpur
4,900
Three (3) years

from
1 January 2014
RM22,785
Office
Oriland
Sdn. Bhd.
ZICO
Consultancy
SB(1)
Lot 15-3 Level 15

Tower Block,
Menara Milenium,
8 Jalan
Damanlela,
Bukit Damansara
50490
Kuala Lumpur
3,134
Two (2) years

and two (2)
months from
1
September
2014 to
31 December
2016 with an
option to extend
for
two
(2)
successive
terms of three
(3) years each
at revised rental
RM14,573
(inclusive of service
charge
but
excluding electricity
and water charges)
Office
Oriland
Sdn. Bhd.
ZICO
Holdings(2)
#03-00 ASO
Building, No 8
Robinson Road,
Singapore
048544(1)
2,411
Two (2) years

from 1 May
2014 to 30 April
2016
S$13,261
Office
Penfield
Company
Limited
170
Tenant/
Lessee
Location
Approximate
Gross Floor
Area
(sq ft)
Tenure
Monthly Rental
Description
of Use
Lessor
ZICO
Shariah(3)
Lot 7-6 Level 7,

Tower Block,
Menara
Milenium 8,
Jalan Damanlela,
Bukit Damansara
50490
Kuala Lumpur
1,690
Two (2) years

two (2) months
from
1
November
2014 to
31 December
2016 with an
option to extend
for
two
(2)
successive
terms of three
(3) years each
at revised rental
RM7,858 (inclusive
of service charge
but
excluding
electricity
and
water charges)
Office
Oriland
Sdn. Bhd.
ZICOlaw
Myanmar
No. 33, 7 Mile

Avenue,
Parami Road
(Corner of
Pyay Road and
Parami Road),
Mayangone
Township, Yangon
6,500
12 months from
1 April 2014
until 31 March
2015(4)
US$5,750
Office
Building
U Aung
Than Myint
Vientiane
Law
Unit 15, Boulichan

Road, Dongpalan
Thong Village,
Sisattanak District,
Vientiane
1,670
Three (3) years

from 15 April
2014 to 14 April
2017
US$2,204
(inclusive of valueadded tax)
Office
Vieng Vang
Sole Co.,
Ltd
Notes:
(1)
On 12 September 2014, ZICO Consultancy SB accepted the letter of offer dated 25 August 2014 for this tenancy
on the terms and conditions contained therein. As at the Latest Practicable Date, the parties are in the process of
finalising the tenancy agreement.
(2)
Under a deed of novation dated 13 October 2014 between Penfield Company Limited (as landlord), ZICOlaw
Singapore (as original tenant) and ZICO Holdings (as new tenant), ZICO Holdings assumed all obligation and
liabilities of ZICOlaw Singapore as tenant under the lease agreement dated 31 March 2014 between Penfield
Company Limited and ZICOlaw Singapore.
(3)
On 12 September 2014, ZICO Shariah accepted the letter of offer dated 25 August 2014 for this tenancy on the
terms and conditions contained therein. As at the Latest Practicable Date, the parties are in the process of finalising
the tenancy agreement.
(4)
As at the Latest Practicable Date, the extended term of one (1) year commencing from 1 April 2014 has not been
registered with the competent authority.
Our fixed assets comprise, office equipment and computers, motor vehicles and renovation had
a net book value of approximately RM2.9 million as at the Latest Practicable Date.
To the best of our Directors knowledge and belief, there are no regulatory requirements that may
materially affect our Groups utilisation of tangible fixed assets.
171
PROSPECTS, BUSINESS STRATEGIES AND FUTURE PLANS

PROSPECTS
Our Directors are confident of our Groups growth potential and that, barring any unforeseen
circumstances, the prospects of our Group are encouraging for the following reasons:
The re-emergence of MDPs

In the late 1990s, the globalization of professional services caused a shift towards MDPs and
accounting firms expanded into legal services which created large professional networks,
such as Andersen Legal and KLegal (KPMG Legal). However, following the dissolution of
Enron and Arthur Andersen, the US Sarbanes-Oxley Act was passed, which required
accounting firms in the United States to divest their non-audit businesses to avoid conflicts
of interest. As a result, the trend towards MDPs declined quickly from 2002 onwards.
Nevertheless, over the course of more than a decade, businesses and accounting firms have
become more familiarized with the requirements of audit independence, 1 which has reduced
the initial aversion to MDPs. In an August 2014 report, the Canadian Bar Association
recommended the introduction of legal business structures that permit MDPs and investment
by persons other than lawyers. Such regulatory reform is necessary for the legal profession
to adapt to changing trends including the globalisation of commerce, technological
developments and increasing client demand for a more holistic range of services. 2
In recent years, the large accounting firms such as EY 3, PwC 4 and Deloitte 5 have announced
their ambitions to significantly expand their legal services capabilities. PwC secured an
alternative business structure (ABS) licence in the United Kingdom in 2013 6 and
announced a tie-up with a Singaporean law firm in July 2014. 7 Likewise, EY have expanded
their legal services in the Asia Pacific region. 8
This information was extracted from the article entitled EY to build legal services throughout Asia from the Legal
Week
at
http://www.legalweek.com/legal-week/news/2331493/ey-to-build-legal-services-arm-throughout-asia,
which was accessed on 10 October 2014.
This information was extracted from the report entitled Futures: Transforming the Delivery of Legal Services in
Canada at http://www.cbafutures.org/cba/media/mediafiles/PDF/Reports/Futures-Final-eng.pdf which was
accessed on 10 October 2014.
This information was extracted from the article entitled EY Law Asia: Well double in size in a year from The Lawyer
at
http://www.thelawyer.com/analysis/behind-the-law/ey-law-asia-well-double-in-size-in-a-year/3019872.article,
This information was extracted from the article entitled PwC Legal chief: we can be a top 20 global legal services
business in five years from The Lawyer at http://www.thelawyer.com/pwc-legal-chief-we-can-be-a-top-20-globallegal-services-business-in-five-years/3017762.article, which was accessed on 10 October 2014.
This information was extracted from the article entitled Deloitte prepares to take on the UK legal market from The
Lawyer
at
http://www.thelawyer.com/firms-and-the-bar/law-firms-international/deloitte-prepares-to-take-onthe-uk-legal-market/3021621.article, which was accessed on 10 October 2014.
This information was extracted from the article entitled PwC Legal chief: we can be a top 20 global legal services
business in five years from The Lawyer at http://www.thelawyer.com/pwc-legal-chief-we-can-be-a-top-20-globallegal-services-business-in-five-years/3017762.article, which was accessed on 10 October 2014.
This information was extracted from The Litigation Edge Blog at http://litigationedge.asia/2014/07/31/legal-weekexclusive-pwc-becomes contender-in-Singapore-legal-market-after-sealing-local-tie-up/, which was accessed on 9
October 2014.
This information was extracted from the article entitled EY hires former HSF partner as it mulls Singapore legal
services launch from The Lawyer at http://www.thelawyer.com/news/regions/asia-pacific-news/ey-hires-former-hsfpartner-as-it-mulls-singapore-legal-services-launch/3013582.article, which was accessed on 10 October 2014.
172

Zaid Ibrahim & Co was a member of Andersen Legal from 1998 to 2002, during which Chew
Seng Kok was part of the regional team managing Andersen Legal in Southeast Asia. With
the past experience and insights gained from managing an integrated services network, our
Directors believe that our Group is capable of leveraging on the re-emergence of MDPs and
the anticipated shift in client demand towards integrated services.
Liberalisation of the legal services market and the introduction of ABS

The legal services markets in a number of countries in Southeast Asia are now being
liberalized, allowing for the entry of foreign law firms. At the same time, various jurisdictions,
including the UK 1 and Singapore, have allowed for, or are considering, the introduction of
ABS.
In January 2014, the Committee to Review the Regulatory Framework of the Singapore Legal
Services Sector (Regulatory Committee) submitted its recommendations to the Singapore
Ministry of Law. The Singapore Ministry of Law welcomed the recommendations by the
Regulatory Committee, which include the introduction of ABS to permit greater participation
of non-lawyers and the provision of multidisciplinary solutions within one entity.2 The Law
Society of Hong Kong is also considering introducing ABS. 3
Our Directors believe that the liberalization and potential introduction of ABS in various
jurisdictions will significantly alter the competitive landscape of the legal services industry.
Whilst such reforms may present a threat to local law firms, our Directors view this as an
opportunity to invest in expanding and integrating the legal services capabilities of our
Group.
Disruptive innovation in the legal services industry

In recent years, various alternative legal business models have gained prominence. 4 These
include new entities that offer legal process outsourcing, legal advisory outsourcing and legal
insourcing, such as Axiom Law, Riverview Law and Advent Balance. The emergence of
alternative legal service providers is partly triggered by the trend towards the unbundling and
commoditization of legal work, as well as downward market pressure by clients who expect
more value at lower fees.
This information was extracted from http://www.lawsociety.org.uk/advice/practice-notes/alternative-businessstructures/#abs2, which was accessed on 10 October 2014.
This information was extracted from the press release entitled New Regulatory Framework for legal practice in
Singapore from the Singapore Ministry of Law website at http://www.mlaw.gov.sg/news/press-releases/newregulatory-framework-for-legal-practice-in-Singapore.html, which was accessed on 10 October 2014.
This information was extracted from the article entitled Hong Kong ponders ABS model from the Law Gazette at
http://www.lawgazette.co.uk/practice/hong-kong-ponders-abs-model/5037620.article, which was accessed on 10
October 2014.
Some of these models have been highlighted in a June 2013 report entitled Innovations in Legal Services: 14
Eye-Opening Cases commissioned by the CBA See more at: http://www.cbafutures.org/The-Reports/Innovationsin-Legal-Services-14-Eye-Opening-Cases from the CBA Legal Futures Initiative website, which was accessed on 10
October 2014.
173

Such legal innovation represents a distinct opportunity for growth beyond the traditional legal
services market. For instance, the global Legal Process Outsourcing market was estimated
to be worth US$2.4 billion in 2012, with an estimated annual growth rate of 28%. 1 Further,
Slater & Gordon, the worlds first publicly-listed law firm, was the best-performing stock in the
benchmark index of the Australian Securities Exchange in 2013, increasing by 128.3%. 2
Our Directors believe that our Group is well positioned to capitalise on these anticipated
changes for the following reasons:
(i)
The corporate structure of our Group offers the flexibility and opportunity to adopt
alternative legal business models; and
(ii)
Our Group has the ability to tap into external sources of capital to fund such business
ventures.
Promising economic outlook in Southeast Asia

For the period between 2005 and 2012, the gross domestic product (GDP) of the ten
ASEAN member states has increased by an average of 6.18%, except in 2009 when most
member states suffered a decline in the GDP as a result of the global financial crisis. To date,
the region has recovered and has continued to display significant improvement in GDP
levels. 3 According to a report published by the International Monetary Fund in April 2014, the
GDP for the ASEAN region is forecasted to increase by 5.0% in 2014 and 5.3% in 2015 4 as
a result of stronger growth in advanced economies, healthy labour markets and robust credit
growth.
From 2010 to 2012, foreign direct investment net inflows, intra- and extra-ASEAN, have
increased from US$98,872.8 million in 2010 to US$109,319.9 million in 2011 and
US$110,291.2 million in 2012. 5
This information was extracted from the article entitled Legal Process Outsourcing: LPO Provider Landscape at
http://www.outsourcingunit.org/publications/LPOprovider.pdf which was accessed on 10 October 2014.
This information was extracted from the article entitled The ASXs winners and losers for 2013 from The Sydney
Morning Herald at http://www.smh.com.au/business/markets-live/the-asxs-winners-and-losers-for-2013-20131231304c1.html, which was accessed on 10 October 2014.
This
information
was
extracted
from the
internet website
of
the ASEAN Secretariat at
http://www.asean.org/images/2013/resources/statistics/statistical_publication/aseanstats_gdp_snapshot_21oct13.pdf,
This information and statistics were extracted from the database known as World Economic Outlook Database
published by the International Monetary Fund on 11 April 2014 on its website at http://www.imf.org., which was
accessed on 10 October 2014.
This
information
was
extracted
from the
internet website
of
the ASEAN Secretariat at
http://www.asean.org/images/resources/2014/Jan/StatisticUpdate28Jan/Table%2025.pdf, which was accessed on
10 October 2014.
174
Note: CLMV includes Cambodia, Lao PDR, Myanmar, and Vietnam. ASEAN-6 is composed of Brunei, Thailand,
Malaysia, Indonesia, Singapore and the Philippines.
Source: ASEAN Stats
This growth trend is expected to continue with the introduction of the ASEAN Economic
Community (AEC) in 2015. The AEC will establish ASEAN as a single market and
production base facilitating the free flow of goods, services, investment, capital, and skilled
labour. 1 Based on a 2013 survey of 147 multinational corporations operating in Southeast
Asia, 95% of respondents have expressed confidence that ASEAN will achieve its vision of
creating an economic community. 2 Further, the ASEAN economy is projected to increase
from about US$2 trillion in 2013 to more than US$3 trillion in 2019. 3
Our Directors believe that local companies are venturing into the region not only to find new
markets, but also to serve clients from existing markets that are expanding regionally. Hence,
we anticipate that the AEC will accelerate domestic growth, regional trade and foreign
investments, which will in turn generate demand for the regional capabilities and services of
our Group.
This
information
was
extracted
from the
internet website
of
the
http://www.asean.org/archive/5187-10.pdf, which was accessed on 10 October 2014.
This
information
was
extracted
from
the
internet
website
of
The
Economist
http://ftp01.economist.com.hk/ECN_papers/ridingASEAN.pdf, which was accessed on 10 October 2014.
This information was extracted from the International Monetary Funds Database on World Economic Outlook, April
2014, which was accessed on 10 October 2014.
ASEAN
Secretariat
at
at
We have not sought the consents of the Law Society, the American Bar Association, the Legal Week, the Canadian
Bar Association, The Lawyer, The Litigation Edge Blog, the Singapore Ministry of Law, the Law Gazette, the
Outsourcing Portal, The Sydney Morning Herald, the ASEAN Secretariat, The Economist and the International
Monetary Fund to the inclusion of the relevant information extracted from the relevant websites or publications and
disclaim any responsibility in relation to reliance on these statistics and information. As they have not consented to
the inclusion of the above information in this Offer Document for the purposes of section 249 of the SFA, they are
therefore not liable for the relevant information under section 253 and 254 of the SFA. While reasonable actions
have been taken by our Directors to ensure that the relevant statements from the relevant information are
reproduced in their proper form and context, and that the information is extracted accurately and fairly from the
relevant websites or publications, all other parties and ourselves have not conducted an independent review of the
information contained in the relevant websites or publications and have not verified the accuracy of the contents of
the relevant information.
175

BUSINESS STRATEGIES AND FUTURE PLANS
Our business strategies and future plans for the continued growth of our business are as follows:
(a)
Enhancing our range of services

We intend to enhance our existing services and to offer new services in order to attract a
wider range of clients.
To this end, we aim to diversify our range of professional services, which may be through
mergers and acquisitions, joint ventures, strategic alliances, or start-ups. In evaluating our
prospective acquisitions and joint ventures, our Group will target existing service providers
which have (a) lower start-up and operating costs, (b) stable and recurring income, (c)
synergy with our existing businesses, (d) the ability to leverage on the existing relationships
with our clients, and (e) a model that is scalable to other ASEAN countries.
Our Directors believe that such acquisitions and joint ventures will enable our Group to
obtain additional sources of income, to acquire our technical knowledge in these services in
an efficient manner and to widen our base of clients on a regional level.
We have earmarked approximately S$8.0 million of the proceeds from the Placement to be
used for expansion of our business operations including potential acquisitions.
(b)
Strengthening our overseas presence

We intend to expand the provision of our professional services to other geographical areas
where such services can be replicated and the risk of such expansion contained. In doing so,
we aim to capitalise on our regional network and relationships with existing clients to rapidly
achieve economies of scale and scope.
Further, we intend to provide synergistic values to our existing business, and opportunities
to learn from our business partners who have the relevant business expertise and
relationships in the legal and professional services industry.
In addition, our Directors envisage that positive regulatory changes and liberalization will
enable us to strengthen our presence in Southeast Asia. In view of the success of our
strategy in venturing into frontier markets, we intend to similarly expand into other markets
in the region, thereby reinforcing our position as an ASEAN-focused entity.
(c)
Enhancement of support systems

We intend to enhance our support infrastructure, including human resources, business
support services, knowledge management and training, marketing and business
development, client relationship management and information technology.
We have earmarked approximately S$1.0 million of the proceeds from the Placement to be
used for capital expenditure on information technology infrastructure.
176

(d)
Expanding the ZICOlaw Network

We intend to expand the ZICOlaw Network by licensing the ZICOlaw and ZICOlaw Trusted
Business Advisor trademarks, as well as to provide regional management and support
services to suitable law firms in jurisdictions where we do not currently have a presence. This
expansion model will allow law firms to maintain their professional independence and
autonomy as law firms, while benefitting from a regional brand, external investments,
centralised support systems and economies of scale. Parallel to that, we may consider
providing business support services as external services to entities outside the ZICOlaw
Network.
ORDER BOOK
Due to the nature of our business, we are engaged by our clients in the Advisory and Transactional
Services Segment either on a retainer or project basis. As at the Latest Practicable Date, the
aggregate amount of our unbilled signed mandates for our Advisory and Transactional Services
Segment is estimated to be RM10.0 million. Our order book in respect of the Advisory and
Transactional Segment as at any particular date is subject to changes in our clients transaction
or projects schedule and termination of services and may not be indicative of our revenue for any
succeeding period. Accordingly, our order book as at any particular date may not be indicative of
our revenue for any succeeding periods.
A significant portion of our revenue from our Management and Support Services Segment, and our
Licensing Services Segment will be derived from the fees to be collected under the Business
Agreements. Following this, it is not meaningful for us to maintain an order book for the
Management and Support Services Segment and Licensing Services Segment.
TREND INFORMATION
The long-term prospects of the professional services industry are encouraging. Our Directors
believe that the changing landscape towards MDPs, liberalisation of the legal services market and
introduction of ABS will continue to fuel the demand for our Groups services. Our Groups focus
on Southeast Asia is timely in view of the dynamic growth in the region.
Based on our Directors knowledge and experience of the industry, our Directors have observed
the following trends for the current financial year:
(a)
Establishment of the ASEAN Economic Community

The AEC is expected to be established in 2015. The AEC will establish ASEAN as a single
market and production base facilitating the free flow of goods, services, investment, capital,
and skilled labour. Hence, our Directors anticipate that the AEC will accelerate domestic
growth, regional trade and foreign investments, which will in turn generate demand for the
regional capabilities and services of our Group. Please refer to the section entitled
Prospects, Business Strategies and Future Plans Prospects of this Offer Document for
more details.
177

(b)
Implementation of Malaysia GST

Malaysia is imposing goods and services tax on the supply of goods and services and the
import of goods and services in Malaysia from 1 April 2015 (Malaysia GST) at a rate of
6.0%. Our cash flow may be impacted with the imposition of Malaysia GST in the event that
our obligation for Malaysia GST payment arises prior to the collection of such Malaysia GST
from our customers.
(c)
Finance costs
We intend to expand our business operations and in doing so, we will incur capital
expenditure and renovation expenses. As a result, we may take on additional bank
borrowings and our finance costs may increase correspondingly. Our finance costs are
dependent on, inter alia, the level of our bank borrowings and bank interest rates. Bank
interest rates have generally been low. As at the Latest Practicable Date, our Directors are
not aware of any likely significant adjustment in bank interest rates in FY2014.
(d)
Listing expenses
Our estimated total listing expenses (inclusive of the non-cash payment of approximately
S$0.7 million payable to the Sponsor, Issue Manager and Placement Agent pursuant to the
Management Agreement) is approximately S$2.5 million. The one-off listing expenses may
affect our Groups profitability for FY2014.
Save as disclosed above and in the sections entitled Risk Factors, Managements Discussion
and Analysis of Results of Operations and Financial Position, Prospects, Business Strategies
and Future Plans of this Offer Document and barring any unforeseen circumstances, our
Directors are not aware of any other known trends, uncertainties, demands, commitments or
events that are reasonably likely to have a material effect on our Groups revenue, profitability,
liquidity or capital resources, or that would cause the financial information disclosed in this Offer
Document to be not necessarily indicative of our future operating results or financial position.
Please also refer to the section entitled Cautionary Note on Forward-Looking Statements of this
Offer Document.
178
INTERESTED PERSON TRANSACTIONS

In general, transactions between our Group and any of its Interested Persons (namely, our
Directors or Controlling Shareholder of our Company or the Associates of such Directors or
Controlling Shareholder) would constitute Interested Person Transactions for the purposes of
Chapter 9 of the Catalist Rules.
This section sets out the Interested Person Transactions entered into by our Group for FY2011,
FY2012, FY2013 and HY2014 and up to the Latest Practicable Date (the Relevant Period) on
the basis of each member of our Group (namely, our Company and our subsidiaries) being an
Entity At Risk and with Interested Persons being construed accordingly.
Save as disclosed in this section and in the section entitled Restructuring Exercise of this Offer
Document, there has been no Interested Person Transactions during the Relevant Period
involving our Group which is material in the context of this Placement. Save as otherwise provided
in this section, investors, upon subscription and/or purchase of the Placement Shares, are
deemed to have specifically approved these transactions with our interested persons and as such
these transactions are not subject to Rules 905 and 906 of the Listing Manual to the extent there
are no subsequent changes to the terms of the agreements in relation to each of these
transaction.
In line with the rules set out in Chapter 9 of the Listing Manual, a transaction which value is less
than S$100,000 is not considered material in the context of the Placement and is not taken into
account for the purposes of aggregation in this section.
PAST INTERESTED PERSON TRANSACTIONS
Transactions with Zaid Ibrahim & Co
As Chew Seng Kok was an equity partner with an equity interest of more than 30% in Zaid Ibrahim
& Co, Zaid Ibrahim & Co was deemed as an Associate of Chew Seng Kok. On 13 October 2014,
Chew Seng Kok relinquished his equity interests in Zaid Ibrahim & Co and gave notice to retire
as partner in Zaid Ibrahim & Co that would take effect on the day immediately before the
admission of our Company to the Official List of the Catalist. Accordingly, Zaid Ibrahim & Co is no
longer an interested person and all transactions with Zaid Ibrahim & Co are no longer deemed as
interested person transactions.
(i)
Advances to/from our Group

During the Relevant Period, Zaid Ibrahim & Co had made advances to and received
advances from our Group as follows:
(RM000)
Advances to our
Group
Advances from our
Group
FY2011
FY2012
FY2013
1,763
2,030
114
313
105
179
HY2014
From 1 July
2014 to
the Latest
Practicable
Date

The net outstanding amounts owing (from)/to our Group as at 31 December 2011, 31
December 2012, 31 December 2013, 30 June 2014 and Latest Practicable Date are as
follows:
(RM000)
Net outstanding
amount owing
(from)/to our
Group
As at
31 December 31 December 31 December
2011
2012
2013
(2,283)
(4,312)
(4,426)
30 June
2014
Latest
Practicable Date
313
The largest outstanding amount owing to our Group during the Relevant Period from Zaid
Ibrahim & Co, based on month-end balances, was approximately RM0.3 million. The largest
outstanding amount owing from our Group during the Relevant Period to Zaid Ibrahim & Co,
based on month-end balances, was approximately RM4.4 million.
Such amounts owing (from)/to our Group were interest free, unsecured and had no fixed
terms of repayment and were not transacted on an arms length basis. As at the Latest
Practicable Date, all amounts owing to/from our Group from/to Zaid Ibrahim & Co have been
fully repaid.
(ii)
Provision of services by our Group to Zaid Ibrahim & Co and its affiliate, ZICOlaw Vietnam
During the Relevant Period, Zaid Ibrahim & Co and members of our Group had entered into
the following agreements:
(a)
Licence Agreement dated 1 January 2013 pursuant to which ZICO IP granted a licence
to Zaid Ibrahim & Co to use the ZICOlaw and/or ZICOlaw Trusted Business Advisor
trademarks at a quarterly royalty fee based on a percentage of the net revenue of Zaid
Ibrahim & Co, or such other amount as may be mutually agreed between the parties in
writing, for a period of 10 years commencing from 1 January 2013;
(b)
Master Service Agreement dated 1 January 2014 pursuant to which ZICO Consultancy
SB provided support services to Zaid Ibrahim & Co at a monthly service fee for the
period so long as Zaid Ibrahim & Co remains part of the ZICOlaw Network commencing
from 1 January 2014; and
(c)
Regional Management Agreement dated 1 January 2014 pursuant to which ZICO RMC
provided regional management services to Zaid Ibrahim & Co at a quarterly service fee
based on a percentage of the net revenue of Zaid Ibrahim & Co for the period so long
as Zaid Ibrahim & Co remains part of the ZICOlaw Network commencing from 1 January
2014.
180

Pursuant to the above agreements, revenue derived from Zaid Ibrahim & Co and ZICOlaw
Vietnam during the Relevant Period was as follows:
(RM000)
Revenue derived
FY2011
FY2012
FY2013
HY2014
From 1 July 2014

to the Latest
Practicable Date
4,114
6,836
3,562
The contract values were arrived at based on commercial negotiations between Zaid Ibrahim
& Co and members of our Group. Our Directors are of the view that the above transactions
were carried out on an arms length basis and on normal commercial terms.
Following the parties intention to re-negotiate the terms of the above agreements, these
agreements were terminated on 14 October 2014 and new Business Agreements were
entered into on the same day. Please refer to the section entitled General Information on
Our Group Business Overview for more information on the new Business Agreement.
(iii) Assignments of certain trademarks to ZICO IP
During the Relevant Period, certain trademarks were assigned to our subsidiary, ZICO IP
from Zaid Ibrahim & Co by way of deed of assignments, as detailed in the section entitled
General Information on our Group Intellectual Property of this Offer Document for a
nominal consideration.
The assignments of the trademarks to ZICO IP were not transacted on an arms length basis
but to the benefit of our Group.
(iv) Purchase of assets
Pursuant to an asset purchase agreement dated 1 January 2014 between Zaid Ibrahim & Co
and ZICOlaw Consultancy SB, ZICOlaw Consultancy SB acquired from Zaid Ibrahim & Co
assets comprising computer hardware and computer software for a consideration of RM2.9
million, being the total value attributed to the assets.
The contract values were arrived at based on commercial negotiations between Zaid Ibrahim
& Co and ZICOlaw Consultancy SB. Our Directors are of the view that the above transaction
was carried out on an arms length basis and on normal commercial terms.
Personal guarantees provided by our Managing Director, Chew Seng Kok for various
banking facilities
During the Relevant Period, our Managing Director, Chew Seng Kok had provided personal
guarantees for the following banking facilities:
Institution
Banking facility
Guarantor
Public Bank Berhad
Hire purchase for car
Chew Seng Kok
RM152,287
Public Bank Berhad
Hire purchase for car
Chew Seng Kok
RM146,853
181
Amount secured

The largest aggregate outstanding amount of the above banking facilities guaranteed and secured
during the Relevant Period by Chew Seng Kok, based on month-end balances, was approximately
RM0.2 million. As at the Latest Practicable Date, the above banking facilities have been fully
settled.
As no fee was paid to Chew Seng Kok for the provision of the above guarantees, our Directors are
of the view that the above arrangements were not carried out on an arms length basis or on
normal commercial terms but were to the benefit of our Group.
ON-GOING INTERESTED PERSON TRANSACTIONS
Personal guarantees provided by our Managing Director, Chew Seng Kok and our Executive
Director, Kelvin Ng for various banking facilities
During the Relevant Period, our Managing Director, Chew Seng Kok and our Executive Director,
Kelvin Ng have provided personal guarantees for the following banking facilities:
Institution
Banking facility
Guarantor
Amount secured
TC Capital Resources
Sdn. Bhd.
Hire purchase
Chew Seng Kok
RM127,484
Public Bank Berhad
Hire purchase
Kelvin Ng
RM146,445
Malayan Banking Berhad
Revolving credit facility
Chew Seng Kok
S$2,000,000
The largest aggregate outstanding amount of the above banking facilities guaranteed and secured
during the Relevant Period by Chew Seng Kok and Kelvin Ng, based on month-end balances, was
approximately RM0.2 million. As at the Latest Practicable Date, the aggregate outstanding amount
guaranteed and secured was approximately RM0.2 million. The interest rate for the revolving
credit facility is 1.40% above cost of funds and the interest rate of the hire purchase facilities range
from approximately 1.98% to 2.53% per annum or such other rate(s) as the financial institutions
may determine from time to time. The effective interest rates on the above banking facilities were
6.14%, 5.36%, 4.93% and 4.89% per annum during FY2011, FY2012, FY2013 and HY2014
respectively.
As no fee was paid to Chew Seng Kok and Kelvin Ng for the provision of the above guarantees,
our Directors are of the view that the above arrangements were not carried out on an arms length
basis or on normal commercial terms but were to the benefit of our Group.
Following the admission of our Company to Catalist, the personal guarantee provided by Chew
Seng Kok in respect of the revolving credit facility will be discharged and we intend to procure the
release and discharge of the remaining guarantees from the relevant financial institutions. In the
event that the financial institutions do not agree to such releases, Chew Seng Kok and Kelvin Ng
will either continue to provide the guarantees required to secure these banking facilities or seek
and obtain alternative facilities from other institutions offering comparable terms without the need
for such personal guarantees.
182

Consultancy and Business Advisory Services
Non-Independent Director, Stephen A. Maloy
provided
by
our
Non-Executive
Our Non-Executive Non-Independent Director, Stephen A. Maloy has been providing consultancy
services on an ad-hoc, project-related basis to our Group since 2012. These consultancy services
include providing strategic business guidance and advice to our Group and our clients based on
a partially variable fee. Total consultancy fees paid to Stephen A. Maloy during the Relevant
Period were as follows:
(US$000)
Consultancy fees paid
FY2011
FY2012
FY2013
HY2014
From 1 July 2014

to the Latest
Practicable Date
120
122
57
With Stephen A. Maloys wealth of experience and network, our Group believes that Stephen A.
Maloy can provide us with invaluable guidance and insight to the work and projects that we
undertake. In order to be able to tap on Stephen A. Maloys knowledge and experience, our Group
restructured and formalised the provision of consultancy and business advisory services with
Stephen A. Maloy on 1 July 2014. Pursuant to an appointment letter accepted by Stephen A. Mcloy
dated 14 October 2014 (Business Advisory Agreement), Stephen A. Maloy shall provide our
Group and our clients with general advisory and strategic business guidance with effect from 1
July 2014 to 30 June 2017, on a fixed retainer basis of S$24,950 per quarter. Total fees paid to
Stephen A. Maloy pursuant to the Business Advisory Agreement from 1 July 2014 up till the Latest
Practicable Date was S$24,950. Our Directors are of the view that the consultancy and business
advisory services provided by Stephen A. Maloy are carried out on normal commercial terms and
are not prejudicial to the interests of our Group and our Shareholders.
As the Business Advisory Agreement shall persist following the admission of our Company on
Catalist, the Business Advisory Agreement and the fees payable thereto by our Group to Stephen
A. Maloy shall constitute interested person transactions. They shall be deemed to have been
specifically approved by Shareholders upon their subscription of our Shares in connection with the
Placement and will thereafter not be subject to Rules 905 and 906 of the Catalist Rules to the
extent that there is no variation or amendment to the terms of the Business Advisory Agreement
which is adverse to our Group.
Following the admission of our Company to Catalist, any future variation or amendment or renewal
of the terms of the Business Advisory Agreement shall be subject to the approval of the Audit
Committee and the relevant Catalist Rules.
GUIDELINES AND REVIEW PROCEDURES FOR ON-GOING AND FUTURE INTERESTED
PERSON TRANSACTIONS
Our Audit Committee will review and approve all Interested Person Transactions to ensure that
they are on normal commercial terms and on arms length basis, that is, the transactions are
transacted in terms and prices not more favourable to the Interested Persons than if they were
transacted with a third party and are not prejudicial to the interests of our Group or our
Shareholders in any way.
183

To ensure that all future Interested Person Transactions are carried out on normal commercial
terms and will not be prejudicial to the interests of our Group or our minority Shareholders, the
following procedures will be implemented by our Group:
(a)
When purchasing any products or engaging any services from an Interested Person, two (2)
other quotations from non-interested persons will be obtained for comparison to ensure that
the interests of our Group or our minority Shareholders are not disadvantaged. The purchase
price or fee for the products or services shall not be higher than the most competitive price
or fee of the two (2) other quotations from non-interested persons. In determining the most
competitive price or fee, all pertinent factors, including but not limited to quality,
requirements, specifications, delivery time and track record will be taken into consideration;
(b)
When selling any products or supplying any services to an Interested Person, the price or fee
and terms of two (2) other successful transactions of a similar nature with non-interested
persons will be used as comparison to ensure that the interests of our Group or our minority
Shareholders are not disadvantaged. The price or fee for the supply of products or services
shall not be lower than the lowest price or fee of the two (2) other successful transactions
with non-interested persons;
(c)
When renting properties from or to an Interested Person, appropriate steps will be taken to
ensure that such rent is matched with prevailing market rates, including adopting measures
such as making relevant enquiries with landlords of similar properties and obtaining suitable
reports or reviews published by property agents (where necessary). The rent payable shall
be based on the most competitive market rental rates of similar properties in terms of size
and location, based on the results of the relevant enquiries;
(d)
Where it is not possible to compare against the terms of other transactions with unrelated
third parties and given that the products and/or services may be purchased only from an
Interested Person, the Interested Person Transaction will be approved by our Groups
Managing Director or an equivalent of the relevant company in our Group, who has no
interest in the transaction, in accordance with our Groups usual business practices and
policies. In determining the transaction price payable to the Interested Person for such
products and/or services, factors such as, but not limited to, quality, requirements and
specifications will be taken into consideration; and
(e)
In addition, we shall monitor all Interested Person Transactions entered into by us and
categorise these transactions as follows:
(i)
a Category 1 Interested Person Transaction is one where the value thereof is in excess
of 3.0% of the NTA of our Group; and
(ii)
a Category 2 Interested Person Transaction is one where the value thereof is below or
equal to 3.0% of the NTA of our Group.
All Category 1 Interested Person Transactions must be approved by our Audit Committee prior to
entry whereas Category 2 Interested Person Transactions need not be approved by our Audit
Committee prior to entry but shall be reviewed at on a quarterly basis by our Audit Committee.
Our Audit Committee will review all Interested Person Transactions, if any, on a quarterly basis to
ensure that they are carried out on normal commercial terms and in accordance with the
procedures outlined above. It will take into account all relevant non-quantitative factors. Such
review includes the examination of the transaction and its supporting documents or such other
184

data deemed necessary by the Audit Committee. The Audit Committee shall, when it deems fit,
have the right to require the appointment of independent sources, advisers or valuers to provide
additional information pertaining to the transaction under review. In the event that a member of our
Audit Committee is interested in any such transaction, he will abstain from participating in the
review and approval process in relation to that particular transaction.
The Audit Committee shall also review from time to time such guidelines and procedures to
determine if they are adequate and/or commercially practicable in ensuring that Interested Person
Transactions are conducted on normal commercial terms and do not prejudice our interests and
the interests of our Shareholders. Further, if during these periodic reviews by the Audit Committee,
the Audit Committee is of the opinion that the guidelines and procedures as stated above are not
sufficient to ensure that Interested Person Transactions will be on normal commercial terms and
not prejudicial to our interests and the interests of our Shareholders, the Audit Committee will
adopt such new guidelines and review procedures for future Interested Person Transactions as
may be appropriate.
The Chief Financial Officer shall prepare all the relevant information to assist the Audit Committee
in its review and will keep a register to record all Interested Persons Transactions. The register
shall also record the basis for entry into the transactions, including the quotations and other
evidence obtained to support such basis.
Disclosure will be made in our Companys annual report of the aggregate value of Interested
Person Transactions during the relevant financial year under review and in the subsequent annual
reports for the subsequent financial years of our Company.
Internal auditors will be appointed and their internal audit plan will incorporate a review of all the
Interested Person Transactions at least on an annual basis. The internal audit report will be
reviewed by the Audit Committee to ascertain whether the guidelines and procedures established
to monitor Interested Person Transactions have been complied with.
In addition, our Audit Committee will include the review of Interested Person Transactions as part
of the standard procedures while examining the adequacy of our internal controls. Our Board will
also ensure that all disclosure, approval and other requirements on Interested Person
Transactions, including those required by prevailing legislation, the Catalist Rules and accounting
standards, are compiled with. In addition, such transactions will also be subject to Shareholders
approval if required by the Catalist Rules.
POTENTIAL CONFLICTS OF INTEREST
Our Controlling Shareholder, Chew Seng Kok was the managing partner of Zaid Ibrahim & Co. Our
Executive Directors, Kelvin Ng and Robert Liew were equity partners of Zaid Ibrahim & Co.
Zaid Ibrahim & Co is in the business of providing legal services in Malaysia. Even though our
Group is not a law practice, we provide legal services to the extent permitted by the legislation in
the relevant jurisdictions. Our Group currently provides legal services only in Myanmar and Lao
PDR. Even though Zaid Ibrahim & Co is in legal services, our Directors are of the opinion that the
current business of Zaid Ibrahim & Co is not in competition with our Group as Zaid Ibrahim & Co
and our Group provide legal services in different jurisdictions.
185

Notwithstanding the above, Zaid Ibrahim & Co may in the future expand into jurisdictions that our
Group is already in. Conversely, we may expand into jurisdictions that Zaid Ibrahim & Co may
already, or in the future, have interests in.
In this regard, we believe that any potential conflicts of interest arising from the above relationship
between us and Zaid Ibrahim & Co are resolved with the following:
(i)
Pursuant to the Regional Management Agreement, Zaid Ibrahim & Co has granted our Group
the right of first refusal (ROFR) in relation to all the services which our Group provides.
Under the terms of the ROFR, Zaid Ibrahim & Co has undertaken that, for as long as it
remains a member of the ZICOlaw Network, in the event that it is approached to undertake
or has in hand any matter or assignment requiring the provision of legal services to be carried
out by our Subsidiary Law Firms, Shariah advisory services, trust services, corporate
services, consulting services and any other services that are provided by our Group, it shall
use its best efforts to refer to our Group the matter or assignment; and
(ii)
On 13 October 2014, Chew Seng Kok, Kelvin Ng and Robert Liew relinquished all their equity
interests in Zaid Ibrahim & Co, and gave notice to retire as partners in Zaid Ibrahim & Co that
would take effect on the day immediately before the admission of our Company to the Official
List of the Catalist. They will cancel their legal practising certificates in Malaysia and
registration as foreign lawyers in Singapore on the day immediately before the admission of
our Company to the Official List of the Catalist.
Save as disclosed in the section entitled Interested Person Transactions, none of our Directors,
Controlling Shareholders or any of their Associates has an interest, direct or indirect:
(a)
in any transaction to which our Group was or is to be a party;
(b)
in any entity carrying on the same business or dealing in similar services which competes
materially and directly with the existing business of our Group; and
(c)
in any enterprise or company that is our Groups client or supplier of goods and services.
Save as disclosed in the sections entitled Interested Person Transactions and Directors,
Management and Staff Service Agreements of this Offer Document, none of our Directors has
any interests in any existing contract or arrangement which is significant in relation to the business
of our Company and our subsidiaries, taken as a whole.
Interests of Experts
No expert is interested, directly or indirectly, in the promotion of, or in any property or assets which
have, within the two (2) years preceding the date of this Offer Document, been acquired or
disposed of by or leased to our Company or its subsidiaries or are proposed to be acquired or
disposed of by or leased to our Company or its subsidiaries.
No expert (a) is employed on a contingent basis by our Company or our subsidiaries; or (b) has
a material interest, whether direct or indirect, in our Shares or the shares of our subsidiaries; or
(c) has a material economic interest, whether direct or indirect, in our Company, including an
interest in the success of the Placement.
186

Interests of Sponsor, Issue Manager and Placement Agent and Malaysian Financial Adviser
In the reasonable opinion of our Directors, our Company does not have any material relationship
with the Sponsor, Issue Manager and Placement Agent, or any other financial adviser in relation
to the Placement, save as disclosed below and in the section entitled General and Statutory
Information Management and Placement Arrangements of this Offer Document:
(a)
PPCF is the Sponsor, Issue Manager and Placement Agent in relation to the Listing;
(b)
PPCF will be the continuing Sponsor of our Company for a period of three (3) years from the
date our Company is admitted and listed on Catalist;
(c)
pursuant to the Management Agreement and as part of PPCFs fees as the Sponsor and
Issue Manager, our Company issued and allotted 2,191,000 PPCF Shares at the Placement
Price to PPCF representing 1.0% of the issued and paid-up share capital of our Company
immediately prior to the Placement. After the expiry of the relevant moratorium period as set
out in the section entitled Shareholders Moratorium of this Offer Document, PPCF may
dispose its shareholding interest in our Company at its discretion; and
(d)
cfSolutions is the Malaysian Financial Adviser to ZICO Malaysia.
187
DIRECTORS, MANAGEMENT AND STAFF

DIRECTORS
Our Board of Directors is entrusted with the responsibility for the overall management of our
Group. The particulars of each of our Directors are set out below:
Name
Age
Singapore Office Address
Position
Ng Quek Peng
60
8 Robinson Road
#03-00 ASO Building
Singapore 048544
Independent
Chairman
Chew Seng Kok
54
8 Robinson Road
#03-00 ASO Building
Singapore 048544
Managing Director
Robert Liew
44
8 Robinson Road
#03-00 ASO Building
Singapore 048544
Executive Director
Kelvin Ng
47
8 Robinson Road
#03-00 ASO Building
Singapore 048544
Executive Director
Stephen A. Maloy
63
8 Robinson Road
#03-00 ASO Building
Singapore 048544
Non-Executive
Non-Independent
Director
Chew Liong Kim
59
8 Robinson Road
#03-00 ASO Building
Singapore 048544
Independent Director
John Lim
53
8 Robinson Road
#03-00 ASO Building
Singapore 048544
Independent Director
The business and working experience and areas of responsibility of our Directors are set out
below:
Ng Quek Peng was appointed as our Independent Chairman on 7 August 2014 and is currently,
the founder and managing director of Halcyon Capital Pte. Ltd.
Mr. Ng has had more than 30 years of experience in the corporate finance and securities industry
in Singapore and Malaysia, advising clients on corporate restructuring, mergers and acquisitions
and fund raising. He has held positions in foreign and local financial institutions during his career,
including Citicorp Investment Bank (Singapore) Ltd, OCBC Securities Pte Ltd, ABN Amro Bank
and CIMB Bank Berhad, Singapore Branch. Mr. Ng was also with Temasek Holdings Private Ltd
as a managing director of its portfolio management division and as chief representative, China. He
was also a director of GMR Infrastructure (Singapore) Pte. Limited (part of the India-based GMR
Group) and was involved in the development of their infrastructure projects in Southeast Asia.
Mr. Ng is currently an independent director of Otto Marine Limited and Japfa Ltd., both of which
are listed on the SGX-ST.
Mr. Ng graduated with a degree in Civil Engineering from the University of London in 1976 and has
been a member of the Institute of Chartered Accountants in England and Wales since 1980.
188

Chew Seng Kok was appointed as our Director on 9 December 2010 and is primarily responsible
for the business development and overall strategy and management of our Group. He started his
career in 1985 as a legal assistant in Presgrave & Matthews. In 1987, Chew Seng Kok joined
Chapman Tripp Sheffield Young in Wellington, New Zealand, as an associate. Chew Seng Kok
joined Baker & McKenzie, Singapore, in 1989. In 1991, he joined Zaid Ibrahim & Co as a partner
and head of the projects and privatisation practice where he rose up the ranks to become the
managing partner of Zaid Ibrahim & Co in 2004 and he also assumed the position of regional
managing partner of ZICOlaw in 2011.
Chew Seng Kok graduated with a Bachelor of Laws (Honours) in 1984 and obtained a Master of
Laws (First Class Honours) in 1990 from Victoria University of Wellington, New Zealand. Chew
Seng Kok has been called to the New Zealand Bar and he was an Advocate & Solicitor of the High
Court of Malaya. He was also a registered foreign lawyer in Australia and Singapore. Chew Seng
Kok has been recognised as a leading lawyer in the Chambers Global Guide and acknowledged
as one of Asias leading business lawyers in the Asia Law Leading Lawyers and was shortlisted
for the Most Innovative Lawyer award at the FT Asia-Pacific Innovative Lawyer Awards 2014. He
is a member of the Executive Council of the International Centre for Law & Legal Studies, which
is a body under the Attorney Generals Chambers of Malaysia, and also a member of the ASEAN
Business Club.
Robert Liew was appointed as our Director on 7 August 2014 and is primarily responsible for the
overall management of the Advisory and Transactional Services Segment of our Group.
Robert Liew qualified as a Solicitor of the Supreme Court of England & Wales in 1995. He was
subsequently admitted as an Advocate & Solicitor of the High Court of Malaya and joined Zaid
Ibrahim & Co in 1997; where he was made partner in 2002. Robert Liew established the Singapore
office of Zaid Ibrahim & Co in 2003, and was the resident partner of the firm and a registered
foreign lawyer in Singapore until 2014 when he left to assume his current position as Executive
Director of our Company.
Robert Liew graduated with a Bachelor of Laws (Honours) from the University of Warwick, United
Kingdom in 1992. He received a Chevening Scholarship to undertake his Masters of Business
Administration (Finance) from City University, London which he obtained in 2003.
Kelvin Ng was appointed as our Director on 9 December 2010 and is primarily responsible for the
overall management of the Management and Support Services Segment as well as Licensing
Services Segment for our Group. Kelvin Ng started his career in 1992 as a Tax Consultant with
KPMG (Australia). From 1993 to 1994, he practised as a Senior Tax Consultant with Deloitte
Touche Tohmatsu (Australia & Hong Kong). In 1995, Kelvin Ng joined Zaid Ibrahim & Co as a
senior associate and became a Partner in 1999. He was on the executive committee of Zaid
Ibrahim & Co and has been in charge of the firms administrative and finance portfolio since 2004.
Kelvin Ng graduated with a Bachelor of Economics (Double Major in Banking & Accountancy) in
1990, a Bachelor of Laws and a Masters of Laws (Distinctions) from Monash University in 1992
and 1995 respectively. Kelvin Ng was an Advocate and Solicitor of the High Court of Malaya and
was a Registered Foreign Lawyer of the Law Society of New South Wales, Australia. Kelvin Ng is
also an associate of CPA Australia.
Stephen A. Maloy was appointed as our Non-Executive Non-Independent Director on 7 August
2014 and is currently a senior advisor at ZICOlaw and senior advisor at Jincheng, Tongda & Neal,
a Beijing-based law firm. Prior to that, Stephen was General Electrics General Counsel for the
Asia Pacific Region and served in that role from 1983 until May of 2012, and has been located for
189

various periods in Singapore, Kuala Lumpur, Hong Kong and Shanghai. Conjointly with this role,
he has served as General Counsel of GE Medical Systems Asia from 1987 to 1991 and as GEs
chief representative in Malaysia and Brunei from 1991 to 1993. In 1990, Stephen was responsible
for the establishment of GE Pacific Private Limited in Singapore, the holding company for most GE
investments in Asia, and continued to serve as a non-executive director of the company until 2012.
Stephen A. Maloy also served as the vice chairman of GE China Co. Ltd, GEs holding company
for China and as executive director Law and Policy for GE Healthcare China until 2012. Stephen
A. Maloy is currently a director of several private companies in Hong Kong and New Zealand.
Stephen A. Maloy graduated with an A.B. (cum laude) in Economics and History from Colgate
University in 1973 and obtained a Juris Doctor Degree from Cornell University in 1976. He is a
council member of the Hong Kong International Arbitration Centre, and a director at the American
University of Mongolia.
Chew Liong Kim was appointed as our Independent Director on 7 August 2014 and is currently
the executive chairman of CLK Advisors, Malaysia which provides business advisory and business
analytics services in the ASEAN region since 2011. Chew Liong Kim is senior advisor at Roland
Berger Strategy Consultants, Southeast Asia and SAS Institute Malaysia Sdn. Bhd. Chew Liong
Kim is commission member of the Malaysian Communications and Multimedia Commission
serving as Chairman of Audit Committee.
Chew Liong Kim spent 22 years in professional services and was a worldwide partner of Andersen
Worldwide S.C. from 1990 to 2002. He held multiple management and leadership roles as regional
managing partner of Arthur Andersen Business Consulting Practice in Asia Pacific, member of
Andersen Worldwide S.C. Board Nomination Committee as well as chairman of Global Advisory
Council to Chief Executive Officer.
In July 2002, Chew Liong Kim was executive chairman of HRM Business Consulting (HRMBC)
after leading a successful management buy-out of the former Arthur Andersen Business
Consulting practice in Malaysia. From 2003 to 2008, Chew Liong Kim was the executive director
and chief executive officer of public listed Dataprep Holdings Berhad (Dataprep) after HRMBC
was acquired by Dataprep.
From November 2008 to October 2010, Chew Liong Kim was the managing director of Maybank
Investment Bank Bhds (Maybank) strategic advisory division and concurrently served as the
managing director of Bina Fikir Sdn. Bhd., Maybanks wholly-owned strategic and financial
advisory subsidiary.
Chew Liong Kim graduated with a Bachelor of Commerce from the University of Auckland, New
Zealand in 1980. He is a Chartered Accountant of the New Zealand Institute of Chartered
Accountants. He is also a Public Accountant of the Malaysian Institute of Accountants and
member of the Malaysian Institute of Chartered Secretaries and Administrators.
From 1999 to 2002, Chew Liong Kim and Chew Seng Kok were former worldwide partners of
Andersen Worldwide S.C. when Zaid Ibrahim & Co joined as a member of Andersen Legal (AL).
AL was a network of legal firms providing legal services as part of a MDP under Andersen
Worldwide S.C. Between 2008 and 2010, Zaid Ibrahim & Co was a sub-consultant to Bina Fikir
Sdn Bhd in relation to the study to set up the Land Public Transport Commission of Malaysia.
Chew Liong Kim was the Managing Director of Bina Fikir Sdn Bhd and Chew Seng Kok was the
Managing Partner of Zaid Ibrahim & Co between 2008 and 2010.
190

Our Board, after having considered that:
(a)
Chew Liong Kim and Chew Seng Kok had ceased to be colleagues since 2002;
(b)
The business dealings between Zaid Ibrahim & Co and Bina Fikir Sdn Bhd ceased since
2010; and
(c)
Chew Liong Kim does not have any existing business or professional relationship with our
Group and other Directors (including Chew Seng Kok);
are of the view that the past professional relationship and business dealings between Chew Liong
Kim and Chew Seng Kok are not of a material nature that would compromise Chew Liong Kims
independence as an Independent Director.
John Lim was appointed as our Independent Director on 7 August 2014 and is currently a director
of Point Hope Pte. Ltd., a private equity fund management company. From February 2006 to
January 2012, John Lim was the director of Axia Equity Pte. Ltd., a business advisory company.
From April 2005 to August 2006, John Lim was the managing director of Enterprise Asean Fund
Pte. Ltd. From September 1991 to March 2005, he was the associate director of ASC Equity Pte
Ltd and the executive director of ASC Capital Pte Ltd. John Lim has also worked in the finance
industry having spent four (4) years working in Arthur Andersen & Co., London from 1984 to 1988
before joining Dowell Schlumberger from 1988 to 1991 as an internal audit before assuming the
position of United Kingdom controller, Aberdeen.
John Lim holds directorships in several companies, both private and public listed, in Singapore,
Bermuda, United Kingdom, Cayman Islands and British Virgin Islands. John Lim currently serves
as a lead independent director and chairman of the audit and risk committee of Global Invacom
Group Limited and an independent director and chairman of the audit and risk management
committee of Karin Technology Holdings Limited, both of which are listed on the Mainboard of the
SGX-ST.
John Lim graduated with a Bachelor of Science in Economics from the London School of
Economics and Political Science in 1984 and is also a Chartered Accountant from the Institute of
Chartered Accountants in England and Wales.
Rule 406(3)(a) of the Catalist Rules states that as a pre-quotation disclosure requirement, a listing
applicant must release a statement (via SGXNET or in the offer document) identifying for each
director, whether the person has prior experience (and what) or, if the director has no prior
experience as a director of a listed company, whether the person has undertaken training in the
roles and responsibilities of a director of a listed company. With regards to Rule 406(3)(a) of the
Catalist Rules, two (2) of our Directors, Ng Quek Peng and John Lim, have current and/or prior
experience as directors of public listed companies in Singapore and are therefore familiar with the
roles and responsibilities of a director of a public listed company in Singapore. Chew Seng Kok,
Robert Liew, Kelvin Ng, Stephen A. Maloy and Chew Liong Kim have attended the relevant
training at the Singapore Institute of Directors on 17 October 2014 to familiarise themselves with
the roles and responsibilities of a director of a public listed company in Singapore.
191

None of our Directors are related to each other, our Executive Officers or our Substantial
Shareholders.
Our Independent Directors do not have any existing business or professional relationship of a
material nature with our Group, our Directors or Substantial Shareholders.
None of our Independent Directors sits on the board of our subsidiaries.
None of our Directors has any arrangement or understanding with any of our customers or
suppliers pursuant to which such person was appointed as our Director.
The list of present and past directorships of each Director over the last five (5) years preceding
the date of this Offer Document, including those held in our Company, is set out below:
Name
Present Directorships
Past Directorships
Ng Quek Peng
Group Companies
ZICO Holdings Inc.
Group Companies
Nil
Other Companies
Asia Pacific Port Holdings Pte. Ltd.
Halcyon Capital Pte. Ltd.
Japfa Ltd.
Otto Marine Limited
Other Companies
GMR Coal Resources Pte. Ltd.
GMR Infrastructure (Singapore)
Pte. Limited
Island Power Intermediary Pte.
Ltd. (Members Voluntary Striking
Off)
Lion Energy (Tuas) Pte. Ltd.
(Members Voluntary Striking Off)
Mapletree Logistics Trust
Management Ltd.
Pacificlight Energy Pte. Ltd.
Pacificlight Power Pte. Ltd.
Universal Resource and
Services Limited
Group Companies
Allshores Trust (Singapore) Pte. Ltd.
ASEAN Advisory Pte. Ltd.
P.T. ZICOlaw Indonesia
ZICO Consultancy Limited
ZICO Consultancy Sdn Bhd
ZICO Corporate Services Sdn. Bhd.
ZICO Holdings Inc.
ZICO International Corporation
ZICO Malaysia Sdn. Bhd.
ZICO RMC Pte. Ltd.
ZICO Secretarial Services Sdn. Bhd.
ZICO Trust Limited
ZICOlaw Myanmar Ltd.
Group Companies
Nil
Chew Seng Kok
192

Name
Robert Liew
Kelvin Ng
Past Directorships
Other Companies
Leandar Pte. Ltd.
PT Anugerah Sumbermakmur
PT. Minamas Gemilang
ZICOlaw Singapore Pte. Ltd. (1)
Other Companies
Ranhill Berhad
Group Companies
Goldfield Alliance Sdn Bhd
Sunflower Villa Sdn Bhd
ZICO Holdings Inc.
ZICO RMC Pte. Ltd.
ZICO Trust Limited
Group Companies
Nil
Other Companies
Leandar Pte. Ltd.
ZICOlaw Singapore Pte. Ltd. (1)
Other Companies
Nil
Group Companies
Allshores Trust (Singapore) Pte. Ltd.
Goldfield Alliance Sdn. Bhd.
Sunflower Villa Sdn. Bhd.
ZICO Consultancy Sdn Bhd
ZICO Holdings Inc.
ZICO International Corporation
ZICO IP Inc.
ZICO Malaysia Sdn Bhd
ZICO RMC Pte. Ltd.
ZICO Secretarial Services Sdn. Bhd.
ZICO Trust Limited
ZICOlaw Myanmar Ltd.
Group Companies
Nil
Other Companies
SMBC Aviation Capital Labuan
Leasing 1 Limited
Other Companies
Posco (Malaysia) Sdn Bhd
193

Name
Past Directorships
Stephen A. Maloy
Group Companies
ZICO Holdings Inc.
Group Companies
Nil
Other Companies
Gold Bunker Ltd (HK real estate)
Hope United Ltd (HK real estate)
Magritek Holdings Ltd
Magritek Ltd
Starlight Properties Ltd (agricultural
holding)
Other Companies
Australian General Electric
Pte Ltd
GE China Co. Ltd
GE Healthcare China
GE Pacific Private Limited
Group Companies
ZICO Holdings Inc.
Group Companies
Nil
Other Companies
Arthur Andersen Advanced
Technology Group Sdn Bhd
Other Companies
Bina Fikir Sdn Bhd
Group Companies
ZICO Holdings Inc.
Group Companies
Nil
Other Companies
Academy of Contemporary Music
Asia Pte. Ltd. (gazetted to be struck
off)
Conchubar Aromatics Ltd
Conchubar Chemicals Ltd
Conchubar Infrastructure Fund
Global Invacom Group Limited
Karin Technology Holdings Limited
Metropolitan Food Company Pte. Ltd.
Point Hope Pte. Ltd.
Pont Hope Group Pte. Ltd.
Rahue Limited
Other Companies
ACM London Limited
Axia Equity Pte. Ltd.
North Asia Resources Limited
The Style Merchants Limited
Chew Liong Kim
John Lim
Note:
(1)
On 13 October 2014, they have tendered their resignations as directors of ZICOlaw Singapore Pte Ltd. to take effect
on the day immediately before the admission of the Company to the Official List of the Catalist.
194

EXECUTIVE OFFICERS
The day-to-day operations are entrusted to our Executive Directors who are assisted by an
experienced and qualified team of Executive Officers. The particulars of our Executive Officers are
set out below:
Name
Age
Singapore Office Address
Principal Occupation
Paul Subramaniam
55
8 Robinson Road
#03-00 ASO Building
Singapore 048544
Chief Risk Officer and Head

of Knowledge Management
and Training
Adeline Cheah
45
8 Robinson Road
#03-00 ASO Building
Singapore 048544
Chief Financial Officer
The business and working experience and areas of responsibility of our Executive Officers are set
out below:
Paul Subramaniam is our Chief Risk Officer and Head of Knowledge Management and Training.
He is responsible for the overall risk management and mitigation for our Group and is also
responsible for developing and implementing knowledge management and training initiatives for
our Group and the ZICOlaw Network. In 1998, Paul Subramaniam joined Zaid Ibrahim & Co as the
head of litigation and assumed the position of knowledge management and training partner of Zaid
Ibrahim & Co in 2008. In November 2014, Paul Subramaniam will join our Group as our Chief Risk
Officer and Head of Knowledge Management and Training.
Paul Subramaniam graduated with a Bachelor of Science in Applied Mathematics from Monash
University, Australia in 1983 and obtained a Bachelor of Laws from Monash University, Australia
in 1985. Paul Subramaniam has been a member of the Malaysian Bar since 1986.
Adeline Cheah is our Chief Financial Officer and is responsible for all finance related areas of our
Group since joining us on 1 January 2014. Adeline Cheah started her career in KPMG Peat
Marwick as an auditor in 1992 before leaving in 1996 to join Pengkalen Holdings Bhd as a treasury
accountant. In 1997, Adeline Cheah joined Asteria Group as its group financial controller. In 2006,
Adeline Cheah joined SEG International Bhd as the financial controller. In 2008, Adeline Cheah
joined Zaid Ibrahim & Co as the financial controller before being designated as the chief financial
officer in 2009. In January 2014, Adeline Cheah joined ZICOlaw Consultancy as the Chief
Financial Officer.
Adeline Cheah graduated with a Bachelor of Business from Curtin University of Technology, Perth,
Western Australia in 1992 and is also a Certified Practising Accountant of CPA Australia and a
Chartered Accountant of the Malaysian Institute of Accountants.
Our Audit Committee and the Sponsor, after having conducted an interview with Adeline Cheah
and after having considered:
(a)
the qualifications and past working experiences of Adeline Cheah which are compatible with
her position as Chief Financial Officer of our Group;
(b)
Adeline Cheahs past audit, financial and accounting related experiences;
195

(c)
Adeline Cheahs demonstration of the requisite competency in finance-related matters of our

Group in connection with the preparation for the listing of our Company;
(d)
the absence of negative feedback on Adeline Cheah from the representatives of our Groups
Independent Auditors and Reporting Accountants, BDO LLP; and
(e)
the absence of internal control weaknesses attributable to Adeline Cheah identified during
the internal control review conducted,
are of the view that Adeline Cheah is suitable for the position of Chief Financial Officer of our
Group.
Further, after making all reasonable enquiries, and to the best of their knowledge and belief,
nothing has come to the attention of our Audit Committee members to cause them to believe that
Adeline Cheah does not have the competence, character and integrity expected of a Chief
Financial Officer of a listed company.
In addition, Adeline Cheah shall be subject to performance appraisal by our Audit Committee on
an annual basis to ensure satisfactory performance.
There is no family relationship between any of our Directors and/or Executive Officers, or between
any of our Directors, Executive Officers and Substantial Shareholders.
There is no arrangement or understanding with any of our Substantial Shareholders, clients,
suppliers or any other person, pursuant to which any of our Directors or Executive Officers was
selected as our Director or Executive Officer.
The list of present and past directorships of each Executive Officer over the last five (5) years
preceding the date of this Offer Document, including those held in our Company, is set out below:
Name
Past Directorships
Paul Subramaniam
Group Companies
Nil
Group Companies
Nil
Other Companies
Nil
Other Companies
Nil
Group Companies
ZICO Trust Limited
Group Companies
Nil
Other Companies
Nil
Other Companies
Nil
Adeline Cheah
196
Finance and Administration
Chief Financial Officer

Adeline Cheah
Managing Director
Chew Seng Kok
Board of Directors
Knowledge Management
and Training
197
Quality Management
Chief Risk Officer and Head of

Knowledge Management and Training
Paul Subramaniam
Executive Director
Kelvin Ng
Our management reporting structure is as follows:
MANAGEMENT REPORTING STRUCTURE
Marketing and Business

Development
Executive Director
Robert Liew

EMPLOYEES
As at the Latest Practicable Date, our Group had a workforce of 107 full-time employees.
The functional distribution of our Groups employees as at 31 December 2011, 31 December 2012,
31 December 2013, 30 June 2014 and Latest Practicable Date are as follows:
Functions
As at 31 December
2011
2012
2013
As at 30 June
2014
As at Latest
Practicable Date
Management
11
12
Professionals
14
17
25
27
Accounts and finance
24
25
Administration
10
12
Human resource
Procurement
15
29
27
100
107
Total
The geographical breakdown of the full-time employees of our Group as at 31 December 2011, 31
December 2012, 31 December 2013, 30 June 2014 and the Latest Practicable Date are as follows:
Locations
Malaysia
As at 31 December
2011
2012
2013
As at 30 June
2014
As at Latest
Practicable Date
11
24
22
83
90
Singapore
Myanmar
Lao PDR
15
29
27
100
107
Total
The increase in the number of employees from 27 as at 31 December 2013 to 100 as at 30 June
2014 was primarily due to the restructuring exercise which entailed the transfer of employees in
the support service units in accounts, human resource, information technology, business
development and corporate communications, and knowledge management and training from Zaid
Ibrahim & Co to ZICO Consultancy SB, which is managed the regional support service centre for
our Group and the ZICOlaw Network.
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As at the Latest Practicable Date, none of our full-time employees are related to our Directors and
Substantial Shareholders. Any new employment of related employees and the proposed terms of
their employment will be subject to the review and approval of our Remuneration Committee. In
the event that a member of our Remuneration Committee is related to the employee under review,
he will abstain from the review.
We do not employ a significant number of temporary employees.
Our employees are not covered by any collective bargaining agreements and are not unionised.
The relationship and co-operation between the management and staff have been good and are
expected to continue and remain as such in the future. There has not been any incidence of work
stoppages or labour disputes which affected our operations.
DIRECTORS AND EXECUTIVE OFFICERS REMUNERATION
The remuneration (including salary, bonus, contributions to CPF, directors fees, allowances and
benefits-in-kind) paid in FY2012 and FY2013 and the estimated remuneration (excluding bonus
and benefits-in-kind) to be paid in FY2014 to our Directors and Executive Officers for services
rendered to our Group on an individual basis are set out in the following remuneration bands (1):
FY2012
FY2013
Estimated for
FY2014
Directors
Ng Quek Peng
Chew Seng Kok
Robert Liew
Kelvin Ng
Stephen A. Maloy
Chew Liong Kim
John Lim
Band A
Band B
Band A
Band B
Band A (2)
Band
Band
Band
Band
Band
Band
Band
Executive Officers
Paul Subramaniam
Adeline Cheah
Band A
Band A
A
A
A
A
B (2)
A
A
Notes:
(1)
Remuneration bands:
Band A means from S$0 up to S$250,000 per annum.
Band B means from S$250,001 up to S$500,000 per annum.
(2)
Includes consultancy fees paid to Stephen A. Maloy. For more details, please refer to the section entitled Interested
Person Transactions On-going Interested Person Transactions of this Offer Document.
In addition, our (i) Executive Directors, Robert Liew and Kelvin Ng; and (ii) Executive Officers,
Paul Subramaniam and Adeline Cheah will be granted Options as Selected Individuals under the
ZICO Holding Employee Share Option Scheme upon the registration of the Offer Document with
the SGX-ST acting as agent on behalf of the Authority. Please refer to the section entitled
Directors, Management and Staff Options Granted to Selected Individuals for more
information.
199

Pension or retirement benefits
As at the Latest Practicable Date, save for the amounts set aside or accrued in respect of
mandatory employee funds, we have not set aside or accrued any amounts to provide pension,
retirement or similar benefits to our employees and Directors.
SERVICE AGREEMENTS
On 14 October 2014, our Company entered into respective Service Agreements with our
Managing Director, Chew Seng Kok and Executive Directors, Robert Liew and Kelvin Ng and our
Executive Officers, Adeline Cheah and Paul Subramaniam (each an Appointee). The Service
Agreements are valid for an initial period of three (3) years with effect from the date of admission
of our Company to Catalist (Initial Term). Upon the expiry of the Initial Term, the employment
of the Appointees shall be automatically renewed on an annual basis on such terms and conditions
as the parties may agree.
Either party may terminate the respective Service Agreements at any time by giving to the other
party not less than six (6) months notice in writing, or in lieu of notice, payment of an amount
equivalent to six (6) months salary based on the Appointees last drawn monthly salary.
Our Group may also terminate the employment of each Appointee at any time without notice or
payment in lieu of notice under the following circumstances:
(i)
if the Appointee is guilty of any default misconduct or wilful neglect in the discharge of the
Appointees duties in connection with or affecting the business of our Group;
(ii)
in the event of any serious or repeated breach or non-observance by the Appointee of any
of the stipulations contained in the Service Agreement;
(iii) if the Appointee becomes bankrupt or makes any composition or enters into any deed of
arrangement with his creditors;
(iv) if the Appointee shall become of unsound mind;
(v)
if the Appointee is convicted of any seizeable offence (other than an offence under road
traffic legislation in Singapore or elsewhere for which only a fine or non-custodial penalty is
imposed); or
(vi) if the Appointee is disqualified from acting as the director of the Company or any company
or corporation within our Group nominated by the Company.
200

The Service Agreements provided for, inter alia, the salary payable to the Appointees, annual
leave, medical benefits, grounds of termination and certain restrictive covenants (including
non-compete obligation). Under the terms of the respective Service Agreements, the Appointees
are entitled to receive the following monthly salary (Monthly Basic Salary):
Monthly Basic Salary
(S$)
Name
Chew Seng Kok
42,000
Kelvin Ng
30,000
Robert Liew
30,000
Paul Subramaniam
16,000
Adeline Cheah
13,000
In addition to the foregoing, under the Service Agreements, the Appointees shall be entitled to the
following:
(i)
an annual wage supplement equivalent to one (1) month of the Appointees last drawn
monthly salary, payable on the last business day of the financial year in which it is accrued
(Annual Wage Supplement); and
(ii)
an incentive bonus, if any, to be determined and approved by the Remuneration Committee

from time to time (Incentive Bonus).
All reasonable travelling, hotel, entertainment and such other out-of-pocket expenses incurred by
the Appointees in the discharge of their duties will be borne by our Company. The Appointees shall
be fully reimbursed for medical expenses as may be supported by original receipts. Medical
expenses shall include, but are not limited to, annual medical check-ups. The Appointees shall
also each be entitled to dental treatment and/or optical-related costs subject to a maximum of
S$1,000 annually as may be supported by original receipts.
The Appointees shall also be entitled to such other benefits generally accorded to executive
directors as employees of the Company, as may be determined by our Board and/or the
Remuneration Committee from time to time.
Each of the Service Agreements may be terminated by our Company by summary notice upon the
occurrence of certain events, such as criminal conviction, grave misconduct or bankruptcy
involving the relevant Appointee. None of the Appointees will be entitled to any benefit upon
termination of his Service Agreement.
Under the Service Agreements, the Monthly Basic Salary, Annual Wage Supplement and Incentive
Bonus (if any) of the Appointees applicable in respect of the next financial year is subject to annual
review by our Board and the Remuneration Committee before the commencement of the next
financial year. The Appointees shall abstain from voting in respect of any resolution or decision to
be made by our Board in relation to the terms of his Monthly Basic Salary, Annual Wage
Supplement and Incentive Bonus (if any).
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Subject to the approvals of the Shareholders of our Company, the SGX-ST and other regulatory
authorities, where necessary, and subject to the eligibility criteria set out in the relevant employee
share scheme(s) and/or performance share plan(s), each Appointee shall be eligible to participate
in any employee share scheme(s) and/or performance share plan(s) implemented by our
Company on such terms as may be determined by our Remuneration Committee at its sole and
absolute discretion.
Under the Service Agreements, each of the Appointees has covenanted that he shall not, without
the prior approval of our Board, during his/her employment with our Company and for a period of
12 months after cessation of his/her employment with our Company:
(a)
be, either alone or in association or partnership with or as an employee, principal, agent,

director, manager, member, shareholder, unit-holder, beneficiary or trustee of, as a
consultant or adviser to any person or otherwise, or directly or indirectly set up, operate,
control, be employed by, engaged or concerned with or interested in any business within
Singapore or any country as at the date of termination of the Appointeess appointment
(Termination Date) which is of a similar nature and has a similar business model and is in
competition with the business carried on by our Group as at the Termination Date
(Business), provided always that this shall not (a) prohibit his/her holding or him/her being
interested in shares or debentures of not more than 5.0% of the total issued share capital of
any other company listed on any stock exchange or (b) apply to any holding of shares or
stock or interests of our Company or any other member of our Group;
(b)
solicit or entice or endeavour to solicit or entice away from our Company or any other
member of our Group any director or employee employed in a managerial or skilled position
of any such company with whom the Appointee has personal dealings during the course of
the Appointment during the period of his employment prior to the date of termination of the
Appointment, whether or not such person would commit any breach of his contract of
employment by reason of leaving the service of such company;
(c)
seek or accept employment with or engagement by or otherwise perform services for or

engage in Business with or be in any way interested in or connected with any competitor(s)
of our Company or any other member of our Group at any time preceding the Termination
Date;
(d)
knowingly seek, endeavour to entice away or solicit business from any person, firm,
company, organization, concern, undertaking, body corporate or any readily identifiable
division or branch with whom the Appointee has had personal dealings and who/which at any
time during the period of his employment immediately prior to the Termination Date which has
dealt with our Company or any other member of our Group or who/which is prior to the
Termination Date was in the process of negotiating with our Company or any other member
of our Group, or to whom our Company or any other member of our Group has in the
immediately preceding one year to the Termination Date made a pitch or presentation or an
offer or request to provide services, in relation to the Business;
(e)
interfere or seek to interfere with or make arrangements which have the effect of harming
contractual or other business relations between our Company or any other member of our
Group and any our their suppliers or customers at any time preceding the Termination Date.
202

Had the Service Agreements mentioned above been in place since 1 January 2013, the aggregate
remuneration (including the annual wage supplement, contributions to the CPF and other benefits,
if any) paid or provided to our Executive Directors and our Executive Officers would have been
approximately RM4.4 million instead of RM1.2 million and our profit attributable to owners of
parent would have been approximately RM8.7 million instead of RM11.6 million. The difference in
remuneration amounts is largely due to the remuneration payable to Kelvin Ng, Paul
Subramaniam and Adeline Cheah assuming that the Service Agreements had been in place for
FY2013. During FY2013, the aforementioned individuals were under the employment of Zaid
Ibrahim & Co, which does not form part of our Group.
Save as disclosed above and the Business Advisory Agreement, there are no other existing or
proposed service contracts entered into or to be entered into between our Company and our
subsidiaries with any of our Directors. There are no existing or proposed service agreements
entered into or to be entered into between our Company and our subsidiaries with any of our
Directors which provide for benefits upon termination of employment.
OPTIONS GRANTED TO SELECTED INDIVIDUALS
The ZICO Holdings Employee Share Option Scheme was approved and adopted at our
extraordinary general meeting held on 19 September 2014 and will continue to remain in force
until 18 September 2024, unless terminated in accordance with the Rules of the ZICO Holdings
Employee Share Option Scheme. As at the Latest Practicable Date, there are no Options granted
under the ZICO Holdings Employee Share Option Scheme.
Our Company will grant an aggregate of 3.5 million Options to the Selected Individuals with
exercise price subject to a discount of up to 20.0 percent of the Placement Price. The Options will
be granted to the Selected Individuals after the date of registration of this Offer Document with
SGX-ST, acting as agent on behalf of the Authority and before the date of admission of our
Company to Catalist, and the Options granted may not be exercised until two (2) years after the
date of the grant. There will be an option purchase price of S$1.00 payable on acceptance. Details
of the Options that will be granted to the Selected Individuals are set out below:
Directors
Kelvin Ng
Robert Liew
Executive Officers
Paul Subramaniam
Adeline Cheah
Directors of subsidiaries
Employees (other than
directors and executive
officers)
Indicative Date
of Grant
Number of Shares
in respect of the
Options
Exercise
Price
Expiration Date
31 October 2014
31 October 2014
200,000
200,000
S$0.24
S$0.24
30 October 2024
30 October 2024
31 October 2014
31 October 2014
31 October 2014
150,000
200,000
1,250,000
S$0.24
S$0.24
S$0.24
30 October 2024
30 October 2024
30 October 2024
31 October 2014
1,500,000
S$0.24
30 October 2024
The grant of the 3.5 million options to the Selected Individuals has been approved by the
Remuneration Committee.
Save as disclosed above, there are no bonus or profit-sharing plans or any other profit-linked
agreements or arrangements between our Company and any of our Directors, Executive Officers
or employees.
203
THE ZICO HOLDINGS PERFORMANCE SHARE PLAN

In conjunction with our listing on the SGX-ST, we have adopted a performance share plan known
as the ZICO Holdings Performance Share Plan, which was approved by our Shareholders on
19 September 2014. The Rules of the ZICO Holdings Performance Share Plan are set out in
Appendix H of this Offer Document. Capitalised terms used throughout this section shall, unless
otherwise defined in the section entitled Definitions of this Offer Document, bear the meanings
as defined in Appendix H of this Offer Document.
The PSP will provide eligible participants with an opportunity to participate in the equity of our
Company and to motivate them towards better performance through increased dedication and
loyalty. The PSP forms an integral and important component of our compensation plan and is
designed primarily to reward and retain directors and employees whose services are vital to the
growth and performance of our Company and/or our Group.
As at the Latest Practicable Date, no Awards have been granted under the PSP.
Objectives of the PSP
The main objectives of the PSP are as follows:
(a)
to attract potential employees with relevant skills to contribute to our Group and to create
value for Shareholders;
(b)
to instil loyalty to, and a stronger identification by the Participants with the long-term
prosperity of our Group;
(c)
to motivate the Participants to optimise their performance standards and efficiency and to
maintain a high level of contribution to our Group;
(d)
to align the interests of the Participants with the interests of the Shareholders;
(e)
to give recognition to the contributions made by the Participants to the success of our Group;
and
(f)
to retain key employees of our Group whose contributions are essential to the long-term
prosperity of our Group.
The rationale for adopting the PSP is to give our Company greater flexibility to align the interests
of employees, especially our key personnel, with that of our Shareholders. It is also intended to
reward, retain and motivate employees to achieve superior performance which creates and
enhances economic value for our Shareholders. A performance target based Award may be
granted.
The Awards given to a particular Participant will be determined at the discretion of the Committee,
who will take into account factors such as the Participants capability, scope of responsibility, skill
and vulnerability to leaving the employment of our Group. In deciding on an Award to be granted
to a Participant, the Committee will also consider all aspects of the compensation and/or benefits
given to the Participant and such other share-based incentive schemes of our Company, if any.
The Committee may also set specific criteria and performance targets for each of Participant,
taking into account factors such as (i) our Companys and our Groups business goals and
directions for each financial year, (ii) the Participants actual job scope and responsibilities, and
(iii) the prevailing economic conditions.
204

Summary of the PSP
The following is a summary of the rules of the PSP which should be read in conjunction with the
Rules of the ZICO Holdings Performance Share Plan as set out in Appendix H of this Offer
Document.
(1)
Eligibility
The following persons shall be eligible to participate in the PSP:
(a)
Group Employees (including Group Executive Directors) who have attained the age of
21 years on or before the date of grant of the Award; and
(b)
Non-Executive Directors (including independent Directors) who have attained the age
of 21 years on or before the date of grant of the Award.
Controlling Shareholders and Associates of a Controlling Shareholder who meet the above
eligibility criteria are also eligible to participate in the PSP provided that (a) the participation
of, and (b) the terms of each grant and the actual number of Awards granted under the PSP
to, a Participant who is a Controlling Shareholder or an Associate of a Controlling
Shareholder shall be approved by our independent Shareholders in a general meeting in
separate resolutions for each such person, and the basis for seeking such Shareholders
approval will be included in the circular to Shareholders.
There shall be no restriction on the eligibility of any Participant to participate in any other
share incentive schemes or share plans implemented or to be implemented by our Company
or any other company within our Group.
Subject to the Companies Act and any requirement of the SGX-ST, the terms of eligibility for
participation in the PSP may be amended from time to time at the absolute discretion of the
Committee.
(2)
Awards
Awards represent the right of a Participant to receive fully paid Shares free of charge, upon
the Participant achieving prescribed Performance Targets.
The selection of the Participants and the number of Shares which are the subject of each
Award to be granted to a Participant in accordance with the PSP shall be determined at the
absolute discretion of the Committee, which shall take into account criteria such as, inter alia,
the rank, scope of responsibilities, performance, years of service and potential for future
development and contribution to the success of our Group.
In the case of a performance-related Award, the Performance Targets will be set by the
Committee depending on each individual Participants job scope and responsibilities. The
Performance Targets to be set shall take into account both the medium and long-term
corporate objectives of our Group and the individual performance of the Participant and will
be aimed at sustaining long-term growth. The corporate objectives shall cover market
competitiveness, business growth and productivity growth. The Performance Targets could
be based on criteria such as sales growth, growth in earnings and return on investment. In
205

addition, the Participants length of service with our Group, achievement of past performance
targets, value-add to our Groups performance and development and overall enhancement to
Shareholder value, inter alia, will be taken into account.
Awards may be granted at any time in the course of a financial year, provided that in the
event that an announcement on any matter of an exceptional nature involving unpublished
price sensitive information is imminent, Awards may only be vested and hence any Shares
comprised in such Awards may only be delivered on or after the second Market Day from the
date on which the aforesaid announcement is made.
An Award letter confirming the Award will be sent to each Participant as soon as reasonably
practicable after the Award is finalised, specifying, inter alia, in relation to the Award:
(i)
in relation to a performance-related Award, the Performance Targets and the

performance period during which the prescribed Performance Targets are to be met;
(ii)
the number of Shares to be vested on the Participant; and
(iii) the date by which the Award shall be vested.

The Committee will take into account various factors when determining the method to arrive
at the exact number of Shares comprised in an Award. Such factors include, but are not
limited to, the current price of the Shares, the total issued share capital of our Company and
the pre-determined dollar amount which the Committee decides that a Participant deserves
for meeting his Performance Targets. For example, Shares may be awarded based on
predetermined dollar amounts such that the quantum of Shares comprised in Awards is
dependent on the closing price of Shares transacted on the Market Day the Award is vested.
Alternatively, the Committee may decide absolute numbers of Shares to be awarded to
Participants irrespective of the price of the Shares. The Committee shall monitor the grant of
Awards carefully to ensure that the size of the PSP will comply with the relevant rules of the
Listing Manual.
(3)
Size and duration of the PSP

The total number of Shares which may be delivered pursuant to the vesting of Awards on any
date, when added to the aggregate number of Shares issued and/or issuable in respect of (a)
all Awards granted under the PSP; (b) all Options granted under the ESOS; and (c) all other
Shares issued and/or issuable under any other share-based incentive schemes or share
plans of our Company, shall not exceed 15% of the total number of issued Shares (excluding
treasury shares) of our Company from time to time.
The Directors believe that the size of the PSP will give our Company sufficient flexibility to
decide the number of Shares to be offered under the PSP. However, it does not indicate that
the Committee will definitely issue Shares up to the prescribed limit. The Committee will
exercise its discretion in deciding the number of Shares to be granted to each Participant
under the PSP. This, in turn, will depend on and be commensurate with the performance and
value of the Participant to our Group.
206

The aggregate number of Shares that are available to the Controlling Shareholders or
Associates of our Controlling Shareholders under the PSP shall not exceed 25% of the total
number of Shares available under the PSP. The number of Shares that are available to each
Controlling Shareholder or Associate of our Controlling Shareholder under the PSP shall not
exceed 10% of the Shares available under the PSP.
The PSP shall continue in force at the discretion of the Committee, subject to a maximum
period of 10 years commencing on the date on which the PSP is adopted by our Company
in general meeting, provided always that the PSP may continue beyond the above stipulated
period with the approval of Shareholders by ordinary resolution in general meeting and of any
relevant authorities which may then be required.
Notwithstanding the expiry or termination of the PSP, any Awards made to Participants prior
to such expiry or termination will continue to remain valid.
(4)
Operation of the PSP

The Committee shall have the discretion to determine whether Performance Targets have
been met (whether fully or partially) or exceeded and/or whether the Participants
performance and/or contribution to our Company and/or any of our subsidiaries justifies the
vesting of an Award. In making any such determination, the Committee shall have the right
to make reference to the audited results of our Company or our Group, as the case may be,
to take into account such factors as the Committee may determine to be relevant, such as
changes in accounting methods, taxes and extraordinary events, and further, the right to
amend the Performance Targets if the Committee decides that a changed Performance
Targets would be a fairer measure of performance.
Awards may only be vested and consequently any Shares comprised in such Awards shall
only be delivered upon the Committee being satisfied that the Participant has achieved the
Performance Targets.
Subject to the prevailing legislation and the provisions of the Listing Manual, our Company
will be delivering Shares to Participants upon vesting of their Awards by way of an issue of
New Shares or the transfer of existing Shares held as treasury shares to the Participants. In
determining whether to issue New Shares or to purchase existing Shares for delivery to
Participants upon the vesting of their Awards, our Company will take into account factors
such as the number of Shares to be delivered, the prevailing market price of the Shares and
the financial effect on our Company of either issuing New Shares or purchasing existing
Shares.
New Shares allotted and issued on the release of an Award shall rank in full for all
entitlements, including dividends or other distributions declared or recommended in respect
of the then existing Shares, the record date for which is on or after the date of issue of the
New Shares or the date of transfer of treasury shares pursuant to the vesting of the Award,
and shall in all other respects rank pari passu with other existing Shares then in issue.
207

(5)
Adjustments and alterations under the PSP

(a)
Variation of Capital
If a variation in the issued ordinary share capital of our Company (whether by way of a
capitalisation of profits or reserves or rights issue, capital reduction, subdivision,
consolidation, distribution or otherwise) shall take place, then:
(i)
the class and/or number of Shares which are the subject of an Award to the extent
not yet vested; and/or
(ii)
the class and/or number of Shares over which future Awards may be granted under
the PSP,
shall be adjusted by the Committee to give each Participant the same proportion of the
equity capital of our Company as that to which he was previously entitled and, in doing
so, the Committee shall determine at its own discretion the manner in which such
adjustment shall be made.
Unless the Committee considers an adjustment to be appropriate, the following events
shall not normally be regarded as a circumstance requiring adjustment:
(i)
the issue of securities as consideration for an acquisition or a private placement

of securities;
(ii)
the cancellation of issued Shares purchased or acquired by our Company by way

of a market purchase of such Shares undertaken by our Company on Catalist
during the period when a share purchase mandate granted by Shareholders
(including any renewal of such mandate) is in force;
(iii) the issue of Shares or other securities convertible into or with rights to acquire or
subscribe for Shares to its employees pursuant to any share option scheme or
share plan approved by Shareholders in general meeting, including the PSP; and
(iv) any issue of Shares arising from the exercise of any warrants or the conversion of
any convertible securities issued by our Company.
Notwithstanding the provisions of the rules of the PSP:
(i)
the adjustment must be made in such a way that a Participant will not receive a
benefit that a Shareholder does not receive; and
(ii)
any adjustment (except in relation to a capitalisation issue) must be confirmed in

writing by the Auditors (acting only as experts and not as arbitrators) to be in their
opinion, fair and reasonable.
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(b)
Modifications to the PSP

Any or all the provisions of the PSP may be modified and/or altered at any time and from
time to time by resolution of the Committee, provided that:
(6)
(i)
any modification or alteration which would be to the advantage of Participants

under the PSP shall be subject to the prior approval of Shareholders in a general
meeting; and
(ii)
no modification or alteration shall be made without due compliance with the Listing
Manual and such other laws or regulations as may be applicable.
Reporting requirements
Under the Listing Manual, an immediate announcement must be made on the date of grant
of an Award and provide details of the grant, including the following:
(a)
date of grant;
(b)
market price of the Shares on the date of grant of the Award;
(c)
number of Shares granted under the Award;
(d)
number of Shares granted to each Director and Controlling Shareholder (and each of
their Associates) under the Award, if any; and
(e)
the vesting period in relation to the Award.
The following disclosures (as applicable) will be made by our Company in our annual report
for so long as the PSP continues in operation:
(a)
the names of the members of the Committee administering the PSP;
(b)
in respect of the following Participants:

(i)
Directors of our Company;
(ii)
Participants who are Controlling Shareholders and their Associates; and
(iii) Participants (other than those in paragraph (b)(i) above) who have received
Shares pursuant to the vesting of Awards granted under the PSP which, in
aggregate, represent five per cent. (5)% or more of the total number of Shares
available under the PSP,
the following information:
(aa) the name of the Participant;
(bb) the aggregate number of Shares comprised in Awards which have been granted to
such Participant during the financial year under review;
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(cc) the aggregate number of Shares comprised in Awards which have been granted to
such Participant since the commencement of the PSP to the end of the financial
year under review;
(dd) the aggregate number of Shares comprised in Awards which have been issued
and/or transferred to such Participant pursuant to the vesting of Awards under the
PSP since the commencement of the PSP to the end of the financial year under
review;
(ee) the aggregate number of Shares comprised in Awards which have not been vested
as at the end of the financial year under review; and
(c)
(7)
such other information as may be required by the Listing Manual or the Companies Act.
Role and composition of the Committee

The Committee shall be responsible for the administration of the PSP and shall consist of
Directors. As at the date of this Offer Document, the Committee comprises Chew Liong Kim,
Stephen A. Maloy and John Lim.
The Committee shall have the power, from time to time, to make and vary such rules (not
being inconsistent with the PSP) for the implementation and administration of the PSP as
they think fit including, but not limited to:
(a)
imposing restrictions on the number of Awards that may be vested within each financial
year; and
(b)
amending Performance Targets if by so doing, it would be a fairer measure of

performance for a Participant or for the PSP as a whole.
In compliance with the requirements of the Listing Manual, any Participant of the PSP who
is a member of the Committee shall not be involved in its deliberations in respect of Awards
to be granted to or held by him or his Associate.
(8)
Abstention from voting

Participants who are also Shareholders and are eligible to participate in this Plan must
abstain from voting on any resolution relating to the participation of, or grant of Awards to the
Participants.
Rationale for participation by the Controlling Shareholders and the Associates of our
Controlling Shareholders in the PSP
Our Company acknowledges that the services and contributions of employees who are Controlling
Shareholders or Associates of our Controlling Shareholders are important to the development and
success of our Group. The extension of the PSP to confirmed full-time employees who are
Controlling Shareholders or Associates of our Controlling Shareholders allows our Group to have
a fair and equitable system to reward employees who have actively contributed to the progress
and success of our Group. The participation of our Controlling Shareholders or the Associates of
the Controlling Shareholders in the PSP will serve both as a reward to them for their dedicated
services to our Group and a motivation for them to take a long-term view of our Group.
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Although Participants who are Controlling Shareholders or Associates of our Controlling
Shareholders may already have shareholding interests in our Company, the extension of the PSP
to include them ensures that they are equally entitled, with the other employees of our Group who
are not Associates of our Controlling Shareholders, to take part and benefit from this system of
remuneration. We are of the view that a person who would otherwise be eligible should not be
excluded from participating in the PSP solely by reason that he/she is a Controlling Shareholder
or an Associate of our Controlling Shareholder(s).
The specific approval of our independent Shareholders is required for the participation of any
Controlling Shareholder and/or their Associates in the PSP as well as the actual number of and
terms of such Awards. A separate resolution must be passed for each such participant. In seeking
such approval from our independent Shareholders, clear justification as to the participation of the
Controlling Shareholders and/or the Associates of our Controlling Shareholders, the number of
and terms of the Awards to be granted to the Controlling Shareholders and/or the Associates of
our Controlling Shareholders shall be provided. Accordingly, we are of the view that there are
sufficient safeguards against any abuse of the PSP resulting from the participation of employees
who are Controlling Shareholders and/or Associates of our Controlling Shareholders in the PSP.
Rationale for participation by Non-Executive Directors (including Independent Directors)
While the PSP caters principally to Group Employees, it is recognised that there are other persons
who make significant contributions to our Group through their close working relationships with our
Group, even though they are not employed within our Group. Such persons include the
Non-Executive Directors.
The Non-Executive Directors are persons from different professions and working backgrounds,
bringing to our Group their wealth of knowledge, business expertise and contacts in the business
community. They play an important role in helping our Group shape its business strategy by
allowing our Group to draw on their diverse backgrounds and working experience. It is crucial for
our Group to attract, retain and incentivise the Non-Executive Directors. By aligning the interests
of the Non-Executive Directors with the interests of Shareholders, our Company aims to inculcate
a sense of commitment on the part of the Non-Executive Directors towards serving the short and
long-term objectives of our Group.
The Directors are of the view that including the Non-Executive Directors in the PSP will show our
Companys appreciation for, and further motivate them in their contribution towards the success
of our Group. However, as their services and contributions cannot be measured in the same way
as the full-time employees of our Group, while it is desired that participation in the PSP be made
open to the Non-Executive Directors, any Awards that may be granted to any such Non-Executive
Director would be intended only as a token of our Companys appreciation.
For the purpose of assessing the contributions of the Non-Executive Directors, the Remuneration
Committee will propose a performance framework comprising mainly non-financial performance
measurement criteria such as the extent of involvement and responsibilities shouldered by the
Non-Executive Directors. In addition, the Remuneration Committee will also consider the scope of
advice given, the number of contacts and size of deals which our Group is able to procure from
the contacts and recommendations of the Non-Executive Directors. The Remuneration Committee
may also decide that no Awards shall be made in any financial year or no grant and/or Award may
be made at all.
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It is envisaged that the vesting of Awards, and hence the number of Shares to be delivered to the
Non-Executive Directors based on the criteria set out above will be relatively small, in terms of
frequency and numbers. Based on this, the Directors are of the view that the participation by the
Non-Executive Directors in the PSP will not compromise the independent status of those who are
Independent Directors.
Financial effects of the PSP
Cost of Awards
Entities shall apply International Financial Reporting Standard (IFRS 2) for all share-based
payment transactions. Participants will receive Shares and the Awards would be accounted for as
equity-settled share-based transactions, as described in the following paragraphs.
The fair value of employee services received in exchange for the grant of the Awards will be
recognised as a charge to profit or loss over the period between the grant date and the vesting
date of an Award. The total amount of the charge over the vesting period is determined by
reference to the fair value of each Award granted at the grant date and the number of Shares
vested at the vesting date, with a corresponding credit to reserve account. Before the end of the
vesting period, at each accounting year end, the estimate of the number of Awards that are
expected to vest by the vesting date is subject to revision, and the impact of the revised estimate
will be recognised in profit or loss with a corresponding adjustment to the reserve account. After
the vesting date, no adjustment to the charge to profit or loss is made.
The amount charged to profit or loss would be the same whether our Company settles the Awards
by issuing New Shares or by purchasing existing Shares. The amount of the charge to profit or
loss also depends on whether or not the Performance Target attached to an Award is measured
by reference to the market price of the Shares. This is known as a market condition. If the
Performance Target is a market condition, the probability of the Performance Target being met is
taken into account in estimating the fair value of the Award granted at the grant date, and no
adjustments to amounts charged to profit or loss are made if the market condition is not met.
However, if the Performance Target is not a market condition, the fair value per Share of the
Awards granted at the grant date is used to compute the amount to be charged to profit or loss
at each accounting date, based on an assessment at that date of whether the non-market
conditions would be met to enable the Awards to vest. Thus, where the vesting conditions do not
include a market condition, there would be no charge to profit or loss if the Awards do not
ultimately vest.
Share capital
The PSP will result in an increase in our Companys issued share capital where new Shares are
issued to Participants. The number of New Shares issued will depend on, among others, the size
of the Awards granted under the PSP. In any case, the PSP provides that the number of shares
to be issued under the said PSP will be subject to a maximum limit of 15% of our total issued
Shares. The aggregate number of Shares available under the PSP shall not exceed 15% of the
total issued share capital of our Company post-Invitation and from time to time. If instead of
issuing New Shares to the Participants, treasury shares are transferred to Participants or our
Company pays the equivalent cash value, the PSP would have no impact on our Companys total
number of issued Shares.
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NTA
The PSP will result in a charge to our Companys profit or loss over the period from the grant date
to the vesting date of the Awards. The amount of the charge will be computed in accordance with
IFRS 2. When new Shares are issued under the PSP, there would be no effect on the NTA.
However, instead of issuing New Shares to Participants, existing Shares are purchased for
delivery to Participants, or our Company pays the equivalent cash value, the NTA would be
impacted by the cost of the Shares purchased or the cash payment, respectively.
EPS
The PSP will result in a charge to earnings equivalent over the period from the grant date to the
vesting date, computed in accordance with IFRS 2.
It should again be noted that the delivery of Shares to Participants of the PSP will generally be
contingent upon the Participants meeting the prescribed Performance Targets and conditions.
213
THE ZICO HOLDINGS EMPLOYEE SHARE OPTION SCHEME

In conjunction with our listing on Catalist we have adopted a share option scheme known as the
ZICO Holdings Employee Share Option Scheme which was approved at an Extraordinary
General Meeting of our Shareholders held on 19 September 2014. The rules of ZICO Holdings
Employee Share Option Scheme are set out in Appendix I of this Offer Document and comply with
the requirements as set out in Chapter 8, Part VIII of the Listing Manual. Capitalised terms used
throughout this section shall, unless otherwise defined in the section entitled Definitions of this
Offer Document, bear the meanings as defined in Appendix I of this Offer Document.
The ESOS will provide eligible participants with an opportunity to participate in the equity of our
Company and to motivate them towards better performance through increased dedication and
loyalty. The ESOS, which forms an integral and important component of our employee
compensation plan, is designed to primarily reward and retain directors and employees whose
services are vital to our well being and success. This would enable our Company to give
recognition to past contributions and services as well as motivating participants generally to
contribute towards the long-term growth of our Group.
As at the Latest Practicable Date, no Options have been granted under the ESOS. Upon the
registration of this Offer Document with the SGX-ST acting as agent on behalf of the Authority, our
Company will be granting 3.5 million Options to the Selected Individuals. Please refer to the
section entitled Directors, Management and Staff Options Granted to Selected Individuals of
this Offer Document for more details.
Objectives of the ESOS
The objectives of the ESOS are as follows:
(a)
to motivate participants to optimise their performance standards and efficiency and to

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

The following is a summary of the rules of the ESOS which should be read in conjunction with the
Rules of the ZICO Holdings Employee Share Option Scheme as set out in Appendix I of this Offer
Document.
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(1)
Participants
Confirmed full time employees of our Group, Executive Directors and Non-Executive
Directors (including Independent Directors) who have attained the age of twenty-one (21)
years on or prior to the relevant Offer Date and are not undischarged bankrupts and have not
entered into a composition with their respective creditors, shall be eligible to participate in the
ESOS at the absolute discretion of the Committee.
Confirmed full time employees of our Group, Executive Directors and Non-Executive
Directors who are also Controlling Shareholders or Associates of a Controlling Shareholder
are also eligible to participate in the ESOS provided that (a) the participation of, and (b) the
terms of any Options to be granted and the actual number of Shares to be granted under the
ESOS, to a Participant who is a Controlling Shareholder or an Associate of a Controlling
Shareholder shall be approved by the independent Shareholders in separate resolutions for
each such person.
(2)
Administration
The ESOS shall be administered by the Committee with powers to determine, inter alia, the
following:
(a)
persons to be granted Options;
(b)
number of Options to be granted; and
(c)
recommendations for modifications to the ESOS.
As at the date of this Offer Document, the Committee comprises Chew Liong Kim, Stephen
A. Maloy and John Lim. A member of the Committee who is also a participant of the ESOS
must not be involved in any deliberation or decision in respect of Options granted or to be
granted to him.
(3)
Size of the ESOS

The total number of Shares over which the Committee may grant Options on any date, when
added to the number of Shares issued and issuable in respect of (a) all Options granted
under the ESOS; and (b) all outstanding options or awards granted under such other
share-based incentive schemes of our Company, shall not exceed 15% of the number of
issued Shares (including treasury shares, as defined in the Companies Act) on the day
immediately preceding the Offer Date of the Option.
Our Directors believe that this limit gives us sufficient flexibility to decide upon the number
of Option Shares to offer to our existing and new employees. The number of eligible
participants is expected to grow over the years. Our Company, in line with its goal of ensuring
sustainable growth, is constantly reviewing its position and considering the expansion of its
talent pool which may involve employing new employees. The employee base, and thus the
number of eligible participants will increase as a result. If the number of Options available
under the ESOS is limited, our Company may only be able to grant a small number of Options
to each eligible participant which may not be a sufficiently attractive incentive. Our Company
is of the opinion that it should have sufficient number of Options to offer to new employees
as well as to existing ones. The number of Options offered must also be significant to serve
as a meaningful reward for contributions to our Group. However, it does not necessarily
215

mean that the Committee will definitely issue Option Shares up to the prescribed limit. The
Committee shall exercise its discretion in deciding the number of Option Shares to be
granted to each employee which will depend on the performance and value of the employee
to our Group.
(4)
Maximum entitlements
The aggregate number of Shares comprised in any Option to be offered to a participant under
the ESOS shall be determined at the absolute discretion of the Committee, which shall take
into account (where applicable) criteria such as rank, past performance, years of service and
potential for future development of that participant.
The aggregate number of Shares in respect of which Options may be granted to the
Controlling Shareholders or Associates of the Controlling Shareholders under the ESOS
shall not exceed 25% of the total number of Shares available under the ESOS. The
aggregate number of Shares in respect of which Options may be granted to any individual
Controlling Shareholders or Associate of a Controlling Shareholder under the ESOS shall not
exceed 10% of the total number of Shares available under the ESOS.
(5)
Market price
Market price is a price equal to the average of the last dealt prices for the Shares on Catalist
over the five consecutive Trading Days immediately preceding the Date of Grant of that
Option, as determined by the Committee by reference to the daily official list or any other
publication published by the SGX-ST, rounded to the nearest whole cent in the event of
fractional prices. In relation to Options granted before the listing of the Company on the
Catalist Board of the SGX-ST, the Market Price shall be the Placement Price.
(6)
Options, exercise period and exercise price

The Options that are granted under the ESOS may have exercise prices that are, at the
Committees discretion, set at the Market Price; or at a discount to the Market Price (subject
to a maximum discount of 20%). Options which are fixed at the Market Price (Market Price
Option) may be exercised after the first anniversary of the date of grant of that Option while
Options exercisable at a discount to the Market Price (Discounted Option) may only be
exercised after the second anniversary from the date of grant of the Option. Options granted
under the ESOS will expire upon the 10 th anniversary of the date of grant of that Option.
(7)
Grant of Options
Under the rules of the ESOS, there are no fixed periods for the grant of Options. As such,
offers for the grant of Options may be made at any time at the discretion of the Committee.
However, no Option shall be granted during the period of 30 days immediately preceding the
date of announcement of our Companys interim or final results (as the case may be).
In addition, in the event that an announcement on any matter of an exceptional nature
involving unpublished price sensitive information is imminent, offers may only be made after
the second market day from the date on which the aforesaid announcement is made.
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(8)
Termination of Options
Special provisions in the rules of the ESOS deal with the lapse or earlier exercise of Options
in circumstances which include the termination of the participants employment in our Group,
the bankruptcy of the participant, the death of the participant, a take-over of our Company
and the winding-up of our Company.
(9)
Acceptance of Options
The grant of Options shall be accepted within 30 days from the date of offer. Offers of Options
made to grantees, if not accepted by the closing date, will lapse. Upon acceptance of the
offer, the grantee must pay our Company a consideration of S$1.00.
(10) Rights of Shares arising from the exercise of Options

Shares arising from the exercise of Options are subject to the provisions of the Memorandum
and Articles of Association of our Company. The Shares so allotted will upon issue rank pari
passu in all respects with the then existing issued Shares, save for any dividend, rights,
allotments or distributions, the record date for which is prior to the relevant exercise date of
the Option. For such purposes, record date means the date as at the close of business on
which our Shareholders must be registered in order to participate in any dividends, rights,
allotments or other distributions (as the case may be).
(11) Duration of the ESOS
The ESOS shall continue in operation for a maximum duration of 10 years commencing on
the date on which the ESOS is adopted by our Company in general meeting and may be
continued for any further period thereafter with the approval of our Shareholders by ordinary
resolution in general meeting and of any relevant authorities which may then be required.
(12) Abstention from voting
Shareholders who are eligible to participate in the ESOS are to abstain from voting on any
resolution of Shareholders relating to the ESOS.
Grant of Discounted Options
Discounted Options will only be granted to deserving employees whose performance has been
consistently good and/or whose future contributions to our Group will be invaluable. The ability to
offer Discounted Options will operate as a means to recognise the performance of participants as
well as to motivate them to continue to excel while encouraging them to focus on improving the
profitability and return of our Group to a level that benefits our Shareholders when these are
eventually reflected through an appreciation of our share price. Discounted Options would be
perceived in a more positive light by the participants, inspiring them to work hard and produce
results in order to be offered Discounted Options as only employees who have made significant
contributions to the success and development of our Group would be granted Discounted Options.
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The flexibility to grant Discounted Options is also intended to cater to situations where the stock
market performance has overrun the general market conditions. In such events, the Committee
will have absolute discretion to:
(a)
grant Options set at a discount to the Market Price of a Share (subject to a maximum limit
of 20%); and
(b)
determine the participants to whom, and the Options to which, such reduction in exercise
prices will apply.
In determining whether to give a discount and the quantum of the discount, the Committee shall
be at liberty to take into consideration factors including the performance of our Company, our
Group, the performance of the participant concerned, the contribution of the participant to the
success and development of our Group and the prevailing market conditions.
At present, our Company foresees that Discounted Options may be granted principally in the
following circumstances:
(a)
Firstly, where it is considered more effective to reward and retain talented employees by way
of a Discounted Option rather than a Market Price Option. This is to reward the outstanding
performers who have contributed significantly to our Groups performance and the
Discounted Option serves as additional incentives to such Group employees. Options
granted by our Company on the basis of market price may not be attractive and realistic in
the event of an overly buoyant market and inflated share prices. Hence during such period
the ability to offer Discounted Options would allow our Company to grant Options on a more
realistic and economically feasible basis. Furthermore, Discounted Options will give an
opportunity to our Group employees to realise some tangible benefits even if external events
cause the Share price to remain largely static.
(b)
Secondly, where it is more meaningful and attractive to acknowledge a participants

achievements through a Discounted Option rather than paying him a cash bonus. For
example, Discounted Options may be used to compensate employees and to motivate them
during economic downturns when wages (including cash bonuses and annual wage
supplements) are frozen or cut, or they could be used to supplement cash rewards in lieu of
larger cash bonuses or annual wage supplements. Accordingly, it is possible that meritbased cash bonuses or rewards may be combined with grants of Market Price Options or
Discounted Options, as part of eligible employees compensation packages. The ESOS will
provide our Group employees with an incentive to focus more on improving the profitability
of our Group thereby enhancing shareholder value when these are eventually reflected
through the price appreciation of our Shares after the vesting period.
The Committee will have the absolute discretion to grant Discounted Options, to determine the
level of discount (subject to a maximum discount of 20% of the Market Price) and the grantees to
whom, and the Options to which, such discount in the exercise price will apply provided that our
Shareholders in general meeting shall have authorised, in a separate resolution, the making of
offers and grants of Options under the ESOS at a discount not exceeding the maximum discount
as aforesaid. Such Discounted Options may be exercisable after two years from the date of grant.
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Our Company may also grant Options without any discount to the Market Price. Additionally, our
Company may, if it deems fit, impose conditions on the exercise of the Options (whether such
Options are granted at the market price or at a discount to the Market Price), such as restricting
the number of Shares for which the Option may be exercised during the initial years following its
vesting.
Cost of Options granted under the ESOS to our Company
Any Options granted under the ESOS would have a fair value. Where such options are granted at
a consideration below their fair value, there will be a cost to our Company, the amount of which
will depend on whether the Options are granted at the market price or at a discount. The cost to
our Company of granting Options under the ESOS would be as follows:
(a)
the exercise of an Option at a discounted exercise price would translate into a reduction of
the proceeds from the exercise of such options, as compared to the proceeds that our
Company would have received from such exercise had the exercise been made at the
prevailing market price of our Shares. Such reduction of the exercise proceeds would
represent the monetary cost to our Company of granting Options with a discounted exercise
price;
(b)
as the monetary cost of granting Options with a discounted exercise price is borne by our
Company, the earnings of our Company would effectively be reduced by an amount
corresponding to the reduced interest earnings that our Company would have received from
the difference in proceeds from an exercise price with no discount versus the discounted
exercise price. Such reduction would, accordingly, result in the dilution of our Companys
EPS;
(c)
the effect of the issue and allotment of new Shares upon the exercise of Options on our
Companys NAV per Share is accretive if the exercise price is above the NAV per Share, but
dilutive otherwise; and
(d)
the grant of Options under the ESOS will have an impact on our Companys reported profit
because under IFRS 2, share based payment requires the recognition of an expense in
respect of Options granted under the ESOS. The expense will be based on the fair value of
the Options at date of grant and will be recognised over the vesting period.
The financial effects discussed above in (a), (b) and (c) would only materialise upon the exercise
of the relevant Options. The cost of granting Options discussed in (d) above would be recognised
in the financial statements even if the Options discussed in (d) above are not exercised.
Share options have value because the option to buy a companys share for a fixed price during
an extended future time period is a valuable right, even if there are restrictions attached to such
an option. As our Company is required to account for share-based awards granted to our
employees, the cost of granting Options will affect our financial results as this cost to our Company
would be required to be charged to our Companys profit or loss commencing from the time
Options are granted. Subject as aforesaid, as and when Options are exercised, the cash inflow will
add to the net tangible assets of our Company and its share capital base will grow. Where Options
are granted with subscription prices that are set at a discount to the market prices for our Shares
prevailing at the time of the grant of such Options, the amount of the cash inflow to our Company
on the exercise of such Options would be diminished by the quantum of the discount given, as
compared with the cash inflow that would have been receivable by our Company had the Options
been granted at the market price of our Shares prevailing at the time of the grant.
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The grant of Options will have an impact on our Companys reported profit under the accounting
rules in IFRS 2. The cost to our Company in granting an Option would vary depending on the
number of Options granted pursuant to the ESOS, whether these Options are granted at market
price or at a discount and the validity period of the Options. Generally a greater discount and a
longer validity period for an Option will result in higher potential cost to our Company.
Rationale for participation by the Controlling Shareholders and Associates of our
Controlling Shareholders in the ESOS
Our Company acknowledges that the services and contributions of employees who are Controlling
Shareholders or Associates of our Controlling Shareholders are important to the development and
success of our Group. The extension of the ESOS to confirmed full-time employees who are
Controlling Shareholders or Associates of our Controlling Shareholders allows our Group to have
a fair and equitable system to reward employees who have actively contributed to the progress
and success of our Group. The participation of our Controlling Shareholders or the Associates of
the Controlling Shareholders in the ESOS will serve both as a reward to them for their dedicated
services to our Group and a motivation for them to take a long-term view of our Group.
Although participants who are Controlling Shareholders or Associates of our Controlling
Shareholders may already have shareholding interests in our Company, the extension of the
ESOS to include them ensures that they are equally entitled, with the other employees of our
Group who are not Controlling Shareholders or Associates of our Controlling Shareholders, to take
part and benefit from this system of remuneration. We are of the view that a person who would
otherwise be eligible should not be excluded from participating in the ESOS solely by reason that
he/she is a Controlling Shareholder or an Associate of our Controlling Shareholder(s).
The specific approval of our independent Shareholders is required for the proposed participation
of any Controlling Shareholder and/or their Associates in the ESOS as well as any specific grant
thereunder to such persons. Separate resolutions must be passed for each such person and, in
the case of a grant, the resolution must state the actual number of Shares comprised in the
specific grant and its applicable terms, as well as our Companys rationale for such proposal. On
the foregoing basis, we are of the view that there are sufficient safeguards against abuse resulting
from the participation of the Controlling Shareholders and/or their Associates in the ESOS.
Rationale for participation by our Non-Executive Directors (including Independent
Directors) in the ESOS
While the ESOS caters principally to Group Employees, it is recognised that there are other
persons who make significant contributions to our Group through their close working relationships
with our Group, even though they are not employed within our Group. Such persons include the
Non-Executive Directors (including Independent Directors).
The Non-Executive Directors are persons from different professions and working backgrounds,
bringing to our Group their wealth of knowledge, business expertise and contacts in the business
community. They play an important role in helping our Group shape its business strategy by
allowing our Group to draw on their diverse backgrounds and working experience. Although our
Non-Executive Directors are not involved in the day-to-day running of our operations, they play an
invaluable role in furthering the business interests of our Group by contributing their experience
and expertise. It is crucial for our Group to attract, retain and incentivise the Non-Executive
Directors. By aligning the interests of the Non-Executive Directors with the interests of
Shareholders, our Company aims to inculcate a sense of commitment on the part of the
Non-Executive Directors towards serving the short and long-term objectives of our Group.
220

The participation by Non-Executive Directors in the ESOS will provide our Company with a further
avenue to acknowledge and recognise their services and contributions to our Group as it may not
always be possible to compensate them fully or appropriately by increasing the directors fees or
other forms of cash payment. For instance, the Non-Executive Directors may bring strategic or
other value to our Company which may be difficult to quantify in monetary terms. The grant of
Options to Non-Executive Directors will allow our Company to attract and retain experienced and
qualified persons from different professional backgrounds to join our Company as Non-Executive
Directors, and to motivate existing Non-Executive Directors to take extra efforts to promote the
interests of our Company and/or our Group.
However, as their services and contributions cannot be measured in the same way as the full-time
employees of our Group, for the purpose of assessing the contributions of the Non-Executive
Directors, the Committee will propose a performance framework comprising mainly non-financial
performance measurement criteria such as the extent of involvement and responsibilities
shouldered by the Non-Executive Directors, taking into consideration, inter alia, his performance
and contributions to the success and development of our Group, his committee memberships in
our Group, as well as his contribution, which includes contribution of his experience in the areas
of overall business strategies, risk management and investment decisions.
In order to minimise any potential conflict of interests and not to compromise the independence
of the Non-Executive Directors, we intend to grant only a nominal number of Options to such
Non-Executive Directors. The Committee may also decide that no Options shall be granted in any
financial year or no Option may be granted at all.
Rationale for PSP and ESOS
The PSP and ESOS are designed to complement each other in our Groups efforts to reward,
retain and motivate employees to achieve better performance. The aim of implementing more than
one incentive plan is to increase our Groups flexibility and effectiveness in its continuing efforts
to reward, retain and motivate employees to achieve increased performance by providing our
Group with a more comprehensive set of remuneration tools and further strengthen its
competitiveness in attracting and retaining local and foreign talent.
Unlike the ESOS whereby participants are required to pay the exercise price of the Options, the
PSP allows our Group to provide an incentive for participants to achieve certain specific
performance targets by awarding fully paid Shares to participants after these targets have been
met.
In addition, the assessment criteria for granting Option(s) under the ESOS are more general (e.g.
based on length of service and general performance of our Group) and do not relate to specific
performance targets imposed by our Group. In contrast, the assessment criteria for granting of
Awards under the PSP will be based on specific performance targets or to impose time-based
service conditions, or a combination of both.
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CORPORATE GOVERNANCE
Our Directors recognise the importance of corporate governance and the offering of high
standards of accountability to our Shareholders, and will use best efforts to implement the good
practices recommended in the Code of Corporate Governance 2012 (Code). Our Board of
Directors has formed three (3) committees, namely, the Audit Committee, the Remuneration
Committee and the Nominating Committee.
BOARD PRACTICES
Our Directors are to be appointed by our Shareholders at a general meeting, and an election of
Directors takes place annually. One third (or the number nearest one third) of our Directors, are
required to retire from office at each annual general meeting. Further, all our Directors are
required to retire from office at least once in every three (3) years. However, a retiring Director is
eligible for re-election at the meeting at which he retires. Further details on the appointment and
retirement of Directors can be found in the section entitled Selected Extracts of our Articles of
Association in Appendix F of this Offer Document.
Nominating Committee
Our Nominating Committee comprises Ng Quek Peng, John Lim and Stephen A. Maloy. The
Chairman of the Nominating Committee is Ng Quek Peng. Our Nominating Committee will be
responsible for:
(a)
reviewing and recommending the nomination or re-nomination of our Directors having regard
to our Directors contribution and performance;
(b)
determining on an annual basis whether or not a Director is independent;
(c)
deciding whether or not a Director is able to and has been adequately carrying out his duties
as a director; and
(d)
reviewing and approving any new employment of related persons and the proposed terms of
their employment.
Our Nominating Committee will decide how our Boards performance is to be evaluated and will
propose objective performance criteria, subject to the approval of our Board, which address how
our Board has enhanced long-term Shareholders value. Our Board will also implement a process
to be carried out by our Nominating Committee for assessing the effectiveness of our Board as a
whole and for assessing the contribution of each individual Director to the effectiveness of our
Board. Each member of our Nominating Committee will not take part in determining his own
re-nomination or independence and shall abstain from voting any resolutions in respect of the
assessment of his performance or re-nomination as a Director. In the event that any member of
our Nominating Committee has an interest in a matter being deliberated upon by our Nominating
Committee, he will abstain from participating in the review and approval process relating to that
matter.
Remuneration Committee
Our Remuneration Committee comprises Chew Liong Kim, Stephen A. Maloy and John Lim. The
Chairman of the Remuneration Committee is Chew Liong Kim.
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Our Remuneration Committee will recommend to our Board a framework of remuneration for our
Directors and Executive Officers, and determine specific remuneration packages for each
Executive Director. The recommendations of our Remuneration Committee should be submitted
for endorsement by the entire Board. All aspects of remuneration, including but not limited to
directors fees, salaries, allowances, bonuses and other benefits-in-kind shall be covered by our
Remuneration Committee. Our Remuneration Committee will also review and administer the ZICO
Holdings Performance Share Plan and ZICO Holdings Employee Share Option Scheme.
In addition, our Remuneration Committee shall also perform an annual review of the remuneration
of employees related to our Directors and/or Controlling Shareholder, if any, to ensure that their
remuneration packages are in line with our staff remuneration guidelines and commensurate with
their respective job scopes and level of responsibilities. They will also review and approve any
bonuses, pay increases and/or promotions for these employees, if any. Each member of our
Remuneration Committee shall abstain from voting on any resolutions in respect of his
remuneration package or that of employees related to him.
Audit Committee
Our Audit Committee comprises John Lim, Ng Quek Peng and Chew Liong Kim. The Chairman of
the Audit Committee is John Lim.
Our Audit Committee will, inter alia, perform the following functions:
(a)
review the relevance and consistency of the accounting standards, the significant financial
reporting issues, recommendations and judgements so as to ensure the integrity of the
financial statements of our Group and any announcements relating to our Groups financial
performance before submission to our Board for approval;
(b)
review and report to our Board at least annually the adequacy and effectiveness of our
Groups internal controls, including financial, operational, compliance and information
technology controls (such review can be carried out internally or with the assistance of any
competent third parties);
(c)
review the effectiveness and adequacy of our Groups internal audit function;
(d)
review the scope and results of the external audit, and the independence and objectivity of
the external auditors;
(e)
make recommendations to our Board on the proposals to the shareholders on the

appointment, re-appointment and removal of the external auditors, and approve the
remuneration and terms of engagement of the external auditors;
(f)
review the system of internal controls and management of financial risks with our internal and
external auditors;
(g)
review the co-operation given by our management to our external auditors and our internal
auditors, where applicable;
(h)
review our Groups compliance with such functions and duties as may be required under the
relevant statutes or the Listing Manual, including such amendments made thereto from time
to time;
223
(i)
review and approve interested person transactions and review procedures thereof;
(j)
review potential conflicts of interest (if any) and to set out a framework to resolve or mitigate
any potential conflicts of interests;
(k)
review our risk management framework, with a view to providing an independent oversight
on our Groups financial reporting, the outcome of such review to be disclosed in the annual
reports or, where the findings are material, announced immediately via SGXNET;
(l)
investigate any matters within its terms of reference;
(m) review the policy and arrangements by which our staff may, in confidence, raise concerns
about possible improprieties in matters of financial reporting and to ensure that
arrangements are in place for the independent investigations of such matter and for
appropriate follow-up; and
(n)
undertake such other functions and duties as may be required by statute or the Listing
Manual, and by such amendments made thereto from time to time.
Apart from the duties listed above, our Audit Committee shall commission and review the findings
of internal investigations into matters where there is any suspected fraud or irregularity, or failure
of internal controls or suspected infringement of any Singapore law, rule or regulation which has
or is likely to have a material impact on our Groups operating results and/or financial position. In
the event that a member of our Audit Committee is interested in any matter being considered by
our Audit Committee, he will abstain from reviewing and deliberating on that particular transaction
or voting on that particular resolution.
Our Audit Committee shall also commission an annual internal control audit until such time as our
Audit Committee is satisfied that our Groups internal controls are robust and effective enough to
mitigate our Groups internal control weaknesses (if any). Prior to the decommissioning of such an
annual audit, our Board is required to report to the SGX-ST and the Sponsor on how the key
internal control weaknesses have been rectified, and the basis for the decision to decommission
the annual internal control audit. Thereafter, such audits may be initiated by our Audit Committee
as and when it deems fit to satisfy itself that our Groups internal controls remain robust and
effective. Upon completion of the internal control audit, appropriate disclosure will be made via
SGXNET of any material, price-sensitive internal control weaknesses and any follow-up actions to
be taken by our Board.
Currently, based on the internal controls established and maintained by our Group, work
performed by the internal and external auditors, and reviews performed by our management and
our Board, our Board, with the concurrence of our Audit Committee, is of the view that our internal
control procedures are adequate to address financial, operational and compliance risks.
224
PURCHASE BY OUR COMPANY OF OUR OWN SHARES

Under Labuan law, a company may, if authorised by its articles of association, purchase its own
shares. Our Company has such power to purchase our own Shares under Article 49A of our
Articles. Such power of our Company to purchase our own Shares shall, subject to section 48A
of the Labuan Companies Act and our Articles and the rules and regulations of the SGX-ST and
other regulatory authorities, be exercisable by our Directors upon such terms and subject to such
conditions as they think fit, in accordance with Article 49A of our Articles.
Under Labuan law, such purchases may be effected out of profits or capital of our Company so
long as our Directors declare by way of a solvency declaration that:
(a)
our Company is able to pay the debts in full at the time of such payment and will be able to
pay the debt as they fall due in the normal course of business during the period of 12 months
immediately following the date of payment; and
(b)
the value of our Companys assets is not less than the value of its liabilities (including
contingent liabilities) and will not after the proposed purchase become less than the value of
its liabilities (including contingent liabilities).
Only fully paid Shares may be purchased by our Company.

Shares purchased by our Company may be treated as cancelled on purchase unless, subject to
our Memorandum and Articles, the Directors resolve, prior to the purchase, to hold such Shares
in the name of our Company as treasury shares. Where the Directors resolve to cancel the Shares
so purchased, the issued share capital of the Company shall be diminished by the Shares so
cancelled. However, such purchase of Shares shall not be taken as reducing the amount of our
Companys share capital.
Under Labuan law, where Shares are held as treasury shares, our Company shall be entered in
the register of members as holding those Shares. However, notwithstanding the foregoing, our
Company shall not exercise any right in respect of the treasury shares, and any purported
exercise of such a right shall be void. A treasury share shall not be voted, directly or indirectly, at
any meeting of our Company and shall not be counted in determining the total number of issued
Shares at any given time, whether for the purposes of the Articles or the Labuan Companies Act.
In addition, no dividend may be paid, and no other distribution of our Companys assets (including
any distribution of assets to members on a winding up) may be made to our Company, in respect
of the treasury shares.
Please refer to the sections entitled Comparison between Singapore Companies Law and Labuan
Companies Law, Summary of Labuan Companies Law and Selected Extracts of our Articles of
Association as set out in Appendices D, E and F respectively of this Offer Document for more
details.
Our Company will make a prompt public announcement of any such share purchase and has given
an undertaking to the SGX-ST to comply with all requirements that the SGX-ST may impose for
any such share purchase.
225
TAKE-OVERS
There are presently no Labuan law or regulation of general application which will require persons
who acquire significant holdings in our Shares to make take-over offers for our Shares or to notify
us.
However, pursuant to the Securities and Futures Act, Sections 138, 139 and 140 of the Securities
and Futures Act, the Singapore Take-Over Code apply to take-over offers of companies which are
incorporated outside Singapore and all or any of the shares of which are listed for quotation on
a securities exchange (as defined in the Securities and Futures Act). Accordingly, the Singapore
Take-Over Code will apply to take-over offers for our Shares for so long as our Shares are listed
on a securities exchange, which includes the SGX-ST.
Article 161 of our Articles provides that for so long as our Shares are listed on the Designated
Stock Exchange (as defined in the Articles), the Singapore Take-Over Code, including any
amendments, modifications, revisions, variations or re-enactments thereof, shall apply, as far as
possible, to all take-over offers in respect of our Shares.
226
SUBSTANTIAL SHAREHOLDING DISCLOSURE

Under the Securities and Futures Act, a person has a substantial shareholding in a company if he
has an interest or interests in one or more voting shares (excluding treasury shares) in that
company and the total votes attached to that share, or those shares, is not less than 5.0% of the
total votes (excluding treasury shares) attached to all the voting shares in that company, and a
substantial shareholder is a person who holds a substantial shareholding.
The Securities and Futures Act requires a person who is or (if he has ceased to be one) had been
a substantial shareholder of our Company, being a non-Singapore incorporated corporation with
a primary listing on the securities exchange, to give notice in writing to our Company of particulars
of the Shares in which he has or had an interest or interests and the nature and extent of that
interest or those interests, in such form and shall contain such information as the Authority may
prescribe, within two (2) business days after such person:
(a)
becomes aware that he is or (if he has ceased to be one) had been a substantial shareholder
of our Company; or
(b)
becomes aware of a change in the percentage level (1) of the interest or interests of the
substantial shareholder of our Company in voting Shares in our Company.
Note:
(1)
Percentage level, in relation to a substantial shareholder of our Company, means the percentage figure
ascertained by expressing the total votes attached to all the voting shares in which the substantial shareholder has
an interest or interests immediately before or (as the case may be) immediately after the relevant time as a
percentage of the total votes attached to all the voting shares (excluding treasury shares) of our Company, and, if
it is not a whole number, rounding that figure down to the next whole number.
Pursuant to the Securities and Futures Act, where a person (beneficial owner) authorises
another person (legal owner) to hold, acquire or dispose of, on his behalf, Shares or an interest
or interests in Shares, the beneficial owner shall take reasonable steps to ensure that the legal
owner notifies him as soon as practicable and, in any case, no later than two (2) business days
after any acquisition or disposal of any of those Shares or interest or interests in Shares effected
by the legal owner on his behalf which will or may give rise to any duty on the part of the beneficial
owner to give notice under the Securities and Futures Act.
In addition, where a person holds Shares, being Shares in which another person has an interest,
he shall give to the second-mentioned person a notice of any acquisition or disposal of any of
those Shares effected by him, in the form as the Authority may prescribe, as soon as practicable
and, in any case, no later than two (2) business days after acquiring or disposing of the Shares.
227
ATTENDANCE AT GENERAL MEETINGS

Under Article 10 of our Articles, CDP is or its nominee company shall, in relation to deposited
securities which are registered in its name, be deemed to be a bare trustee for the Depositors. The
persons named as the Depositors in the Depository Register maintained by the CDP are
recognised as our Shareholders.
A Shareholder is entitled to attend, speak and vote at any general meeting, in person or by proxy.
Proxies need not be Shareholders. A person who holds Shares through the SGX-ST book-entry
settlement system will only be entitled to vote at a general meeting as a Shareholder if his name
appears on the Depository Register maintained by the CDP 48 hours before the general meeting.
Our general meetings will be held in Singapore. To facilitate communications between
Shareholders and our Directors, Shareholders and the Board may meet together in person or by
video conference or webcast or any form of audio-visual instantaneous communication by which
all persons participating in the meeting are able to hear and be heard by all other participants for
the despatch of the business.
Shareholders shall vote by poll where shareholders are accorded rights proportionate to their
shareholding and all votes are counted.
228
EXCHANGE CONTROLS
Singapore
There are no Singapore government laws, decrees, regulations or other legislation that may affect
the following:
(a)
the import or export of capital, including the availability of cash and cash equivalents for use
by our Group; and
(b)
the remittance of dividends, interest or other payments to non-resident holders of our

Companys securities.
Malaysia
The current Exchange Control Notices (Notices) of Malaysia issued by Bank Negara Malaysia
state that all Labuan entities, other than the following Labuan entities, are deemed to be
non-resident for the purposes of the Financial Services Act, 2013:
(a)
Labuan entity which carries on Labuan banking business;
(b)
Labuan entity which carries on Labuan insurance or takaful business.
In accordance with the Notices, non-residents are free to invest in any form of ringgit assets either
as direct or portfolio investments. There are also no restrictions on the repatriation of capital,
profits, dividends, interests, fees or rental income and any income arising from investments in
Malaysia. All repatriation must be made in foreign currency.
Lao PDR
Under the Presidential Edict on Management of Foreign Currencies and Precious Metals No. 01/P,
dated 17 March 2008, residents and non-residents may freely import and export foreign
currencies. However, currency exceeding LAK20,000,000 can only be imported or exported with
approval of the Bank of the Lao PDR (BOL). Residents and non-residents who wish to import
cash into Lao PDR in excess of LAK100,000,000 are required to declare such amount to the
customs officer.
For foreign investment, the BOL shall issue a capital importation certificate as evidence of the
foreign investors importation of capital into the Lao PDR.
The foreign investor is able to transfer its money, i.e. profits, dividends, loans, interests or
investment capital (in the case of liquidation of its business) abroad. The investor may transfer
such money directly from the commercial bank to abroad upon presenting relevant documentation
(particularly, the capital importation certificate issued by the BOL).
Myanmar
Foreign exchange is regulated by the Foreign Exchange Management Law, which was enacted in
August 2012 and replaces the Foreign Exchange Regulation Act 1947. All dividend, capital and
profits to be paid in the Republic of the Union of Myanmar and to be converted into appropriate
foreign currency can be freely repatriated out of the Republic of the Union of Myanmar to foreign
investors only through and upon approval of authorized agents (i.e. certain commercial banks)
229
EXCHANGE CONTROLS
empowered by the Central Bank of Myanmar. The repatriations of dividend, capital and profits are
free and clear of other tax, duty, withholding and deduction in the Republic of the Union of
Myanmar.
British Virgin Island
There are no exchange control regulations or currency restrictions in the British Virgin Islands.
Indonesia
There are no significant foreign exchange controls in Indonesia. However, the following are
applicable:
(a)
Approval of Bank Indonesia, the Indonesian central bank, is not required for the remittance
of foreign currency abroad.
(b)
The purchase of foreign exchange against Rupiah from the commercial banking system in
Indonesia by any person in an amount in excess of US$100,000 per month is prohibited in
the absence of an underlying transaction.
(c)
Indonesian Banks are prohibited from remitting funds in IDR to bank accounts outside the
territory of Indonesia owned by foreign parties or to joint accounts owned by Indonesian and
Foreign Parties.
230
TAXATION
The following is a discussion of certain tax matters arising under the current tax laws in Singapore,
Labuan and Malaysia (excluding Labuan) and is not intended to be and does not constitute legal
or tax advice.
While this discussion is considered to be a correct interpretation of existing laws in force as at the
date of this Offer Document, no assurance can be given that the courts or fiscal authorities
responsible for the administration of such laws will agree with this interpretation or that changes
in such laws, which may be retrospective, will not occur. The discussion is limited to a general
description of certain tax consequences in Singapore, Labuan and Malaysia (excluding Labuan)
with respect to ownership of the Shares by Singapore investors, and does not purport to be a
comprehensive or exhaustive description of all of the tax considerations that may be relevant to
a Shareholders decision with regards to the ownership of the Shares.
Prospective investors should consult their tax advisers regarding Singapore, Labuan and
Malaysia (excluding Labuan) tax and other tax consequences of owning and disposing the
Shares. It is emphasized that neither our Company, our Directors nor any other persons
involved in this Placement accepts responsibility for any tax effects or liabilities resulting
from the subscription, holding or disposal of our Shares.
LABUAN TAXATION
The Labuan tax regime is regulated under the Labuan Business Activity Tax Act 1990 (LBATA).
The LBATA provides for special tax incentives for Labuan companies carrying on Labuan business
activity in or from Labuan.
Labuan Corporate Tax
A Labuan company carrying on a Labuan trading activity such as banking, insurance or fund
management in, from or through Labuan has the following options in assessing its tax liability:
(i)
3% on net audited profits; or
(ii)
a lump sum of RM20,000 per year of assessment.
The above election may be made annually.

Notwithstanding this however, a Labuan company can elect to pay Malaysian income tax under
domestic tax regime. Such election is non-revocable. In addition, a Labuan company which is
approved to co-locate its operational and management office in Kuala Lumpur must make a
non-revocable election to pay Malaysian income tax.
A Labuan company involved in Labuan non-trading activity, such as investment and real estate
management is exempt from income tax.
In the case where a Labuan company carries on both trading and non-trading activity, it will be
deemed to be carrying on a Labuan trading activity and taxed accordingly.
231
TAXATION
Labuan Individual Tax
Individual Malaysian residents in Labuan will remain subject to the normal tax rates under the
(Malaysian) Income Tax Act 1967. However, there are attractive incentives for individuals being:
(a)
an individual Malaysian citizen is exempted from the payment of income tax on 50% of the
gross housing allowance and gross Labuan Territory allowance received by that individual
from exercising an employment in Labuan with a Labuan entity from the year of assessment
2011 until the year of assessment 2020;
(b)
any person is exempted from the payment of income tax on 65% of the statutory income
derived from a source consisting of the provision of qualifying professional services rendered
in Labuan by that person to a Labuan entity from the year of assessment 2011 until the year
of assessment 2020. Qualifying services is defined to mean legal, accounting, financial or
secretarial services;
(c)
any individual who is a non-Malaysian citizen is exempted from the payment of income tax
in respect of fees received by that individual in his capacity as a director of a Labuan entity
from the year of assessment 2011 until the year of assessment 2020.
For the above incentives, a Labuan entity means the entity specified in the Schedule to the
Labuan Business Activity Tax Act 1990.
Indirect Tax
Labuan is a free port, therefore sales tax, import duties, surtax, excise duties and export duties
do not apply.
Stamp Duty
Instruments made in connection with a Labuan business activity by a Labuan entity will not be
subject to stamp duty.
Withholding Tax
Royalties, interest and technical or management fees paid by a Labuan company to a
non-resident or another Labuan company is not subject to withholding tax, except for interest
which accrues to a place of business of a non-resident licensed to carry on a business under the
Financial Services Act 2013 and the Islamic Financial Services Act 2013.
Dividends
Dividends received by or received from a Labuan company will not be subject to Malaysian income
tax.
232
TAXATION
MALAYSIAN (EXCLUDING LABUAN) TAXATION
The following discussion describes the material Malaysian tax on dividend and tax on gains from
sale:
Dividend Distributions
Under Malaysian law, income tax is payable on income accruing or derived from Malaysia or
received in Malaysia. Dividends paid or credited by a company which is tax resident in Malaysia
(Malaysian resident company) would be deemed to be derived from Malaysia and are thus
taxable in Malaysia.
A company is tax resident in Malaysia if the control and management of its business are exercised
in Malaysia.
A Malaysian resident company is entitled to deduct tax at the applicable corporate tax rate from
such dividends paid or credited to its shareholders in the basis period for the relevant year of
assessment.
Subject to certain exceptions, the tax rate for year of assessment 2013 is 25%. Credit for the tax
so deducted is given against the tax payable by the shareholder.
Dividends paid by a Malaysia resident company from its tax-exempt income are tax-exempt in the
hands of its shareholders.
The income of any person, other than a Malaysian resident company carrying on the business of
banking, insurance or sea or air transport, for the basis year for a year of assessment derived from
sources outside Malaysia and received in Malaysia, is tax-exempt under the Malaysia Income Tax
Act.
Gains on Disposal of Shares in a Malaysian company
There is no capital gains tax in Malaysia except for real property gains tax (RPGT) which is
charged upon gains arising from the disposal of real property in Malaysia or shares in a real
property company incorporated in Malaysia. As such, any gains from the subsequent sale of the
shares in a Malaysian company not being a real property company would not be subject to RPGT
in Malaysia. However, any gains from the subsequent sales of shares in a Malaysian company by
a person who deals in shares may be regarded as income and is subject to income tax under the
Malaysia Income Tax Act.
Single Tier System
Prior to 1 January 2011, Malaysia adopted the imputation system which required the imposition of
tax on the profit at corporate level and again at shareholders level. The principle behind the
imputation system is to overcome the double taxation of income. Under the imputation system,
companies resident in Malaysia are required to deduct tax at source at the prevailing corporate tax
rate on dividends paid to their shareholders. The same income would be taxed twice if the credit
is not imputed to the shareholders.
233
TAXATION
The single-tier tax system was introduced in Budget 2011 to replace the imputation system with
effect from year of assessment 2011. Under this system, corporate income is taxed at corporate
level and this is a final tax. Dividends distributed to the shareholders are tax-exempted in their
hands.
Transitional provisions for resident companies are in place to take into account the following:
(a)
Company with no section 108 credit balances as at 31 December 2007

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

(i)
Companies with section 108 credit balances as at 31 December 2007 will be given a
six-year transitional period from 1 January 2008 to 31 December 2013 to fully utilise
credit balances.
(ii)
These companies will automatically move to the single-tier tax system on 1 January
2014 although they may still have unutilised credit balances.
(iii) These companies will be given an option to make an irrevocable election to move to the
single-tier tax system.
(iv) These companies which have fully utilised the credit balances at any time during the
transitional period will automatically move to the single-tier tax system.
(v)
These companies will only be allowed to adjust its section 108 credit balances
downwards for any tax discharged, remitted or refunded in respect of taxes which have
earlier been accounted for.
(vi) The tax on dividends paid to shareholders by small and medium companies is to be
deducted from the section 108 credit balance based on the highest current tax rate.
As our Group has elected to move to the single-tier tax system, the imputation system is no longer
applicable to us.
SINGAPORE TAXATION
The following is a discussion of certain material matters relating to Singapore income tax, capital
gains tax, stamp duty, estate duty and goods and services tax consequences in relation to the
purchase, ownership and disposal of our Shares based on the current tax laws in Singapore.
Singapore Income Tax
Individual Income Tax
An individual is regarded as a tax resident in Singapore in a year of assessment if, in the
preceding calendar year, he was physically present in Singapore or exercised an employment in
Singapore for 183 days or more, or if he ordinarily resides in Singapore.
234
TAXATION
Individual taxpayers who are Singapore tax residents are subject to Singapore income tax on
income accrued in or derived from Singapore. All foreign-source income received (except for
certain income received through a partnership in Singapore) in Singapore by Singapore tax
resident individuals is exempt from Singapore income tax if the Inland Revenue Authority of
Singapore (IRAS) is satisfied that the tax exemption would be beneficial to the individual.
Singapore tax-resident individuals are subject to tax based on progressive rates, currently ranging
from 0% to 20%.
Non-Singapore resident individuals, subject to certain exceptions, are subject to Singapore
income tax on income accrued in or derived from Singapore. They are generally subject to tax at
20% except for Singapore employment income which is subjected to tax at a flat rate of 15% or
at the resident rate, whichever is higher.
Corporate Income Tax
A company is tax resident in Singapore if the control and management of its business is exercised
in Singapore. Normally, the control and management of a company is vested in its board of
directors and hence a company is usually regarded as a tax resident of Singapore if its board of
directors holds the majority of its board meetings in Singapore.
Corporate taxpayers are subject to Singapore income tax on income accrued in or derived from
Singapore and foreign-source income received or deemed to be received in Singapore from
outside Singapore (unless otherwise exempted). Foreign-source income in the form of dividends,
branch profits and services income received or deemed to be received in Singapore by Singapore
tax resident companies are exempt from tax if certain prescribed conditions are met.
The first S$300,000 of normal chargeable income is exempt from tax as follows:
(a)
75% of up to the first S$10,000; and
(b)
50% of up to the next S$290,000.
The remaining chargeable income (after deducting the applicable tax exemption of the first
S$300,000 of chargeable income) will be taxed at the prevailing corporate tax rate, currently at
17%.
For the years of assessment (YA) 2013 to 2015, companies will be granted a 30% corporate tax
rebate capped at S$30,000 for each YA.
Dividend Distributions
One Tier Corporate Taxation System
Singapore currently adopts the one-tier corporate taxation system (one-tier system), Under the
one-tier system, the tax collected from corporate profits is a final tax and the after-tax profits of
the company resident in Singapore can be distributed to its shareholders as tax exempt (one-tier)
dividends. One-tier dividends are tax exempt in the hands of all shareholders, regardless of the
tax residence status or the legal form of the shareholders.
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TAXATION
Withholding Taxes
Singapore does not currently impose withholding tax on dividends paid to resident or non-resident
shareholders.
Foreign shareholders are advised to consult their own tax advisers to take into account the tax
laws of their respective home countries/countries of residence and the applicability of any double
taxation agreement which their country of residence may have with Singapore.
Capital Gains Tax
There is currently no tax on capital gains in Singapore.
Gains derived from the disposal of our Shares that are acquired for long-term investment
purposes are generally considered to be capital in nature and not subject to Singapore tax.
On the other hand, where the taxpayer is deemed by the IRAS to be carrying on a trade or
business in Singapore of dealing in shares, the gains from the disposal of shares are likely to be
regarded as revenue in nature and subject to Singapore income tax. Shareholders should consult
their own professional advisers on the Singapore tax consequences that may apply to their
individual circumstances.
Subject to certain conditions being met, with effect from 1 June 2012 and for a period of five (5)
years, gains derived from the disposal of ordinary shares by companies are automatically treated
as non-taxable capital gains, if the divesting company holds a minimum shareholding of 20% of
the ordinary shares in the company whose shares are being disposed for a continuous period of
at least 24 months immediately prior to the date of the share disposal.
In addition, shareholders who adopt the tax treatment to be aligned with the International Financial
Reporting Standard 39 Financial Instruments Recognition and Measurement (IFRS 39) may be
taxed on fair value gains or losses (not being gains or losses in the nature of capital) even though
no sale or disposal of our Shares is made. Shareholders who may be subject to such tax treatment
should consult their own accounting and tax advisers regarding the Singapore income tax
consequences of their acquisition, holding and disposal of our Shares.
Foreign sellers are advised to consult their own tax advisers to take into account the applicable
tax laws of their respective home countries or countries of residence as well as the provisions of
any applicable double taxation agreement.
Bonus Shares
Any bonus shares received by our Shareholders are not taxable.
Stamp Duty
No stamp duty is payable on the subscription and issuance of our Shares.
Where existing Shares evidenced in certificated form are acquired in Singapore, stamp duty is
payable on the instrument of transfer of the Shares at the rate of S$0.20 for every S$100 or any
part thereof of the consideration for, or market value of the Shares, whichever is higher. The
purchaser is liable for stamp duty, unless otherwise agreed.
236
TAXATION
No stamp duty is payable if no instrument of transfer is executed (such as in the case of scripless
shares, the transfer of which does not require instruments of transfer to be executed) or if the
instrument of transfer is executed outside Singapore. However, stamp duty may be payable if the
instrument of transfer which is executed outside Singapore is subsequently received in Singapore.
Stamp duty is not applicable to electronic transfers of our Shares through the CDP system.
Estate Duty
Singapore estate duty has been abolished since 15 February 2008.
Goods and Services Tax
The sale of our Shares by a GST-registered investor belonging in Singapore through a SGX-ST
member or to another person belonging in Singapore is an exempt supply not subject to GST.
Any GST (for example, GST on brokerage) incurred by the GST-registered investor in connection
with the making of this exempt supply will generally become an additional cost to the investor
unless the investor satisfies certain conditions prescribed under the GST legislation or certain
GST concessions.
Where our Shares are sold by a GST-registered investor to a person belonging outside Singapore
(and who is outside Singapore at the time of supply), the sale is a zero-rated supply (i.e. subject
to GST at 0%). Consequently, any GST (for example, GST on brokerage) incurred by him in the
making of this zero-rated supply for the purpose of his business will, subject to the provisions of
the GST legislation, be recoverable as an input tax credit in his GST returns.
Investors should seek their own tax advice on the recoverability of GST incurred on expenses in
connection with the purchase and sale of our Shares.
Services such as brokerage and handling services rendered by a GST-registered person to an
investor belonging in Singapore in connection with the investors purchase or sale of our Shares
will be subject to GST at the prevailing rate (currently of 7.0%). Similar services rendered
contractually to an investor belonging outside Singapore should qualify for zero-rating (i.e. subject
to GST at 0%) provided that the investor is not physically present in Singapore at the time the
services are performed and the services do not directly benefit a person who belongs in
Singapore.
Shareholders, whether or not domiciled in Singapore, should consult their own tax
advisers regarding the Singapore tax consequences of their acquisition, ownership and/or
disposal of our Shares.
237
CLEARANCE AND SETTLEMENT

Upon listing and quotation on the Catalist, our Shares will be traded under the book-entry
settlement system of the CDP, and all dealings in and transactions of the Shares through Catalist
will be effected in accordance with the terms and conditions for the operation of Securities
Accounts with the CDP, as amended, modified or supplemented from time to time.
Our Shares will be registered in the name of CDP or its nominee and held by CDP for and on
behalf of persons who maintain, either directly or through Depository Agents, Securities Accounts
with CDP. Persons named as direct Securities Account holders and Depository Agents in the
Depository Register maintained by the CDP, rather than CDP itself, will be treated, under our
Articles and the Companies Act, as members of our Company in respect of the number of Shares
credited to their respective Securities Accounts.
Persons holding our Shares in Securities Account with CDP may withdraw the number of Shares
they own from the book-entry settlement system in the form of physical share certificates. Such
share certificates will, however, not be valid for delivery pursuant to trades transacted on Catalist,
although they will be prima facie evidence of title and may be transferred in accordance with our
Articles. A fee of S$10.00 for each withdrawal of 1,000 Shares or less and a fee of S$25.00 for
each withdrawal of more than 1,000 Shares is payable upon withdrawing the Shares from the
book-entry settlement system and obtaining physical share certificates. In addition, a fee of
S$2.00 or such other amount as our Directors may decide, is payable to the share registrar for
each share certificate issued and a stamp duty of S$10.00 is also payable where our Shares are
withdrawn in the name of the person withdrawing our Shares or S$0.20 per S$100.00 or part
thereof of the last transacted price where it is withdrawn in the name of a third party. Persons
holding physical share certificates who wish to trade on Catalist must deposit with CDP their share
certificates together with the duly executed and stamped instruments of transfer in favour of CDP,
and have their respective Securities Accounts credited with the number of Shares deposited
before they can effect the desired trades. A fee of S$10.00 is payable upon the deposit of each
instrument of transfer with CDP. The above fees may be subject to such charges as may be in
accordance with CDPs prevailing policies or the current tax policies that may be in force in
Singapore from time to time.
Transactions in our Shares under the book-entry settlement system will be reflected by the sellers
Securities Account being debited with the number of Shares sold and the buyers Securities
Account being credited with the number of Shares acquired. No transfer of stamp duty is currently
payable for the Shares that are settled on a book-entry basis.
A Singapore clearing fee for trades in our Shares on Catalist is payable at the rate of 0.0325% of
the transaction value. The clearing fee, instrument of transfer deposit fee and share withdrawal
fee may be subject to Singapore Goods and Services Tax at the prevailing rate of 7.0% (or such
other rate prevailing from time to time).
Dealings of our Shares will be carried out in Singapore dollars and will be effected for settlement
on CDP on a scripless basis. Settlement of trades on a normal ready basis on Catalist generally
takes place on the third Market Day following the transaction date, and payment for the securities
is generally settled on the following business day. CDP holds securities on behalf of investors in
Securities Accounts. An investor may open a direct account with CDP or a sub-account with a CDP
Depository Agent. The CDP Depository Agent may be a member company of the SGX-ST, bank,
merchant bank or trust company.
238
GENERAL AND STATUTORY INFORMATION

INFORMATION ON DIRECTORS AND EXECUTIVE OFFICERS
1.
Save as disclosed below, none of our Directors, Executive Officers and Controlling
Shareholder:
(a)
has, at any time during the last 10 years, had an application or a petition under any
bankruptcy laws of any jurisdiction filed against him or against a partnership of which
he was a partner at the time he was a partner or at any within two (2) years from the
date he ceased to be a partner;
(b)
has, at any time during the last 10 years, had an application or a petition under any law
of any jurisdiction filed against an entity (not being a partnership) of which he was a
director or an equivalent person or key executive at the time when he was a director or
an equivalent person or a key executive of that entity or at any time within two (2) years
from the date he ceased to be a director or an equivalent person or a key executive of
that entity, for the winding up or dissolution of that entity or, where that entity is the
trustee of a business trust, that business trust, on the ground of insolvency;
(c)
has any unsatisfied judgement against him;
(d)
has ever been convicted of any offence, in Singapore or elsewhere, involving fraud or
dishonesty which is punishable with imprisonment, or has been the subject of any
criminal proceedings (including any pending criminal proceedings of which he is aware)
for such purpose;
(e)
has ever been convicted of any offence, in Singapore or elsewhere, involving a breach
of any law or regulatory requirement that relates to the securities or futures industry in
Singapore or elsewhere, or has been the subject of any criminal proceedings (including
any pending criminal proceedings of which he is aware) for such breach;
(f)
has, at any time during the last 10 years, had judgement entered against him in any civil
proceedings in Singapore or elsewhere involving a breach of any law or regulatory
requirement that relates to the securities or futures industry in Singapore or elsewhere,
or a finding of fraud, misrepresentation or dishonesty on his part, nor has he been the
subject of any civil proceedings (including any pending civil proceedings of which he is
aware) involving an allegation of fraud, misrepresentation or dishonesty on his part;
(g)
has ever been convicted in Singapore or elsewhere of any offence in connection with
the formation or management of any entity or business trust;
(h)
has ever been disqualified from acting as a director or equivalent person of any entity
(including the trustee of a business trust), or from taking part directly or indirectly in the
management of any entity or business trust;
(i)
has ever been the subject of any order, judgement or ruling of any court, tribunal or
governmental body, permanently or temporarily enjoining him from engaging in any type
of business practice or activity;
239

(j)
has ever, to his knowledge, been concerned with the management or conduct, in
Singapore or elsewhere, of the affairs of:
(i)
any corporation which has been investigated for a breach of any law or regulatory
requirement governing corporations in Singapore or elsewhere;
(ii)
any entity (not being a corporation) which has been investigated for a breach of
any law or regulatory requirement governing such entities in Singapore or
elsewhere;
(iii) any business trust which has been investigated for a breach of any law or
regulatory requirement governing business trusts in Singapore or elsewhere; or
(iv) any entity or business trust which has been investigated for a breach of any law
or regulatory requirement that relates to the securities or futures industry in
Singapore or elsewhere,
in connection with any matter occurring or arising during the period when he was so
concerned with the corporation or partnership entity or business trust; and
(k)
has ever been the subject of any current or past investigation or disciplinary
proceedings, or has been reprimanded or issued any warning, by the Authority or any
other regulatory authority, exchange, professional body or government agency, whether
in Singapore or elsewhere.
2.
There is no shareholding qualification for Directors under the Articles of Association.
3.
Save as disclosed in the section entitled Restructuring Exercise of this Offer Document,
none of our Directors is interested, directly or indirectly, in the promotion of, or in any
property or assets which have, within the two (2) years preceding the date of this Offer
Document, been acquired or disposed of by or leased to, our Company or our subsidiaries.
4.
No sum or benefit has been paid or is agreed to be paid to any Director or expert, or to any
firm in which such Director or expert is a partner or any corporation in which such Director
or expert holds shares or debentures, in cash or shares or otherwise, by any person to
induce him to become, or to qualify him as, a Director, or otherwise for services rendered by
him or by such firm or corporation in connection with the promotion or formation of our
Company.
5.
Save as disclosed above and in the sections entitled Interested Person Transactions
Potential Conflicts of Interest and Restructuring Exercise of this Offer Document:
(a)
None of our Directors, Executive Officers, Substantial Shareholders or any of their

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

Associates has any interest, direct or indirect, in any company carrying on the same
business or a similar trade which competes materially and directly with the existing
business of our Group;
240

(c)

Associates has any interest, direct or indirect, in any company that is our client or
supplier of goods and services; and
(d)
None of our Directors has any interest in any existing contract or arrangement which is
significant in relation to the business of our Company and our subsidiaries, taken as a
whole.
SHARE CAPITAL
6.
As at the Latest Practicable Date, there is only one (1) class of shares in the capital of our
Company. There are no founder, management or deferred shares. The rights and privileges
attached to our Shares are stated in our Articles of Association.
7.
Save as disclosed in the sections entitled Share Capital and Restructuring Exercise of this
Offer Document, there are no changes in the issued and paid-up share capital of our
Company, our subsidiaries and our Associated Companies within the last three (3) years
preceding the date of this Offer Document.
8.
Save as disclosed below and in the sections entitled Share Capital and Restructuring
Exercise of this Offer Document, no shares in, or debentures of, our Company or any of our
subsidiaries or Associated Companies have been issued, or are proposed to be issued, as
fully or partially paid for cash or for a consideration other than cash, during the last three (3)
years.
9.
Apart from the ZICO Holdings Performance Share Plan and the ZICO Holdings Employee
Share Option Scheme and the Options to be granted under the ZICO Holdings Employee
Share Option Scheme to the Selected Individuals, our Company does not have any
arrangement that involves the issue or grant of options or Shares to the directors or
employees of our Group.
MATERIAL CONTRACTS
10. Save as disclosed below, our Company and its subsidiaries have not entered into any
material contracts, not being contracts entered into in the ordinary course of business, within
the two (2) years preceding the date of lodgement of this Offer Document:
(a)
a share purchase agreement dated 23 December 2013 between Viengsavanh (as

vendor) and ZICO Malaysia (as purchaser) to purchase shares representing 70% of the
issued and paid-up share capital of Vientiane Law;
(b)
an asset purchase agreement dated 1 January 2014 between Zaid Ibrahim & Co (as
vendor) and ZICOlaw Consultancy SB (as purchaser) for assets comprising of computer
hardware and computer software for a consideration of RM2,903,555;
(c)
a share transfer from dated 13 October 2014 between our Executive Directors Chew
Seng Kok and Robert Liew acting as trustees for our Company (as transferor) and
ZICOlaw Partners Sdn. Bhd.(as transferees), for the disposal of all our Companys
interests in ZICOlaw Singapore, for an aggregate cash consideration of approximately
S$970,316;
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(d)
a share transfer form dated 9 April 2014 between Chew Seng Kok (as transferor) to
ZICO Malaysia (as transferee) for the transfer of 1,062 shares in ZICOlaw Myanmar for
a cash consideration of MMK10,620,000.
(e)
a share transfer form dated 9 April 2014 between Loh Wei Lian (as transferor) to ZICO
Malaysia (as transferee) for the transfer of 1,062 shares in ZICOlaw Myanmar for a cash
consideration of MMK10,620,000;
(f)
a share transfer dated 4 August 2014 between ZICO Malaysia (as transferor) and
Ruengrit Pooprasert and ZICOlaw Partners Sdn. Bhd. (as transferees), for the disposal
of 39,200 ordinary shares in ZICOlaw Thailand for an aggregate cash consideration of
approximately THB784,000;
(g)
a share transfer form dated 27 August 2014 between Chew Seng Kok (as transferor) to
ZICO Consultancy (L) (as transferee) for the transfer of 1 share in ZICOlaw Myanmar
for a cash consideration of MMK10,000.
LITIGATION
11.
To the best of our knowledge and belief, having made all reasonable enquiries, neither our
Company nor any our subsidiaries is engaged in any legal or arbitration proceedings as
plaintiff or defendant, including those which are pending or known to be contemplated, which
may have or which have had in the 12 months immediately preceding the date of lodgement
of the Offer Document, a material effect on our Groups financial position or profitability of our
Company or our subsidiaries.
MANAGEMENT AND PLACEMENT ARRANGEMENTS

12. Pursuant to the Full Sponsorship and Management Agreement dated 30 October 2014
entered into between our Company and PPCF as the Sponsor and Issue Manager, our
Company appointed PPCF to sponsor and manage the Placement. PPCF will receive a
management fee for such services rendered.
13. Pursuant to the Placement Agreement dated 30 October 2014 entered into between our
Company and PPCF as the Placement Agent, the Placement Agent has agreed to subscribe
for and/or procure subscribers for the Placement Shares, on the terms and subject to the
conditions of the Offer Document and in accordance with the Placement Agreement. PPCF
will receive a placement commission from our Company of 3.0% of the gross proceeds raised
from the investors introduced by the Placement Agent. Subject to any applicable laws and
regulations, our Company agrees that the Placement Agent shall be at liberty at its own
expense to sub-place its placement obligations under the Placement Agreement and/or
appoint such sub-placement agents upon such terms and conditions as the Placement Agent
may deem fit.
15. Subject to the consent of the SGX-ST being obtained, the Full Sponsorship and Management
Agreement may be terminated by PPCF at any time before the close of the Application List
on the occurrence of certain events including:
(a)
PPCF becomes aware of any material breach by our Company and/or our agent(s) of
any of the warranties, representations, covenants or undertakings given by our
Company to PPCF in the Full Sponsorship and Management Agreement;
242

(b)
there shall have been, since the date of the Full Sponsorship and Management
Agreement, any change or prospective change in or any introduction or prospective
introduction of any legislation, regulation, policy, directive, guideline, rule or byelaw by
any relevant government or regulatory body, whether or not having the force of law, or
any other occurrence of similar nature that would materially change the scope of work,
responsibility or liability required of PPCF; or
(c)
there is a conflict of interest for PPCF, or any dispute, conflict or disagreement with our
Company or our Company wilfully fails to comply with any advice from or
recommendation of PPCF,
which has resulted or is in the reasonable opinion of PPCF likely to result in the conditions
of the stock market being materially and adversely affected, or the success of the Placement
being materially prejudiced.
The Placement Agreement and the obligations of the Placement Agent under the Placement
Agreement are conditional upon:
(a)
the Offer Document having been registered by the SGX-ST, acting as agent on behalf
of the Authority by the date of registration in accordance with the Catalist Rules;
(b)
the Registration Notice being issued or granted by the SGX-ST, acting as agent on
behalf of the Authority and such Registration Notice not being revoked or withdrawn on
or prior to the Closing Date;
(c)
the compliance by our Company to the satisfaction of the SGX-ST with all the conditions
imposed by the SGX-ST in granting the Registration Notice (if any), where such
conditions are required to be complied with by the Closing Date;
(d)
the SGX-ST not having withdrawn or changed the terms and conditions of its listing and
quotation notice for the admission of our Company to Catalist and our Company having
complied with any conditions contained therein required to be complied with prior to the
admission of our Company to Catalist;
(e)
such approvals as may be required for the transactions described in the Placement
Agreement and in the Offer Document in relation to the admission of our Company to
the Catalist and the Placement being obtained, and not withdrawn or amended, on or
before the date on which our Company is admitted to Catalist (or such other date as our
Company and the Placement Agent may agree in writing);
(f)
there having been, in the reasonable opinion of the Placement Agent, no material
adverse change or any development likely to result in a material adverse change in the
financial or other condition of our Group between the date of the Placement Agreement
and the Closing Date nor the occurrence of any event nor the discovery of any fact
rendering untrue or incorrect in any respect, as at the Closing Date, any of the
warranties or representations contained in Clause 6 of the Placement Agreement nor
any breach by our Company of any of their obligations thereunder;
(g)
the compliance by our Company with all applicable laws and regulations concerning the
admission of our Company on Catalist, the listing of our Shares on the Catalist and the
transactions contemplated in the Placement Agreement and the Offer Document and no
new laws, regulations and directives having been promulgated, published and/or issued
243

and/or having taken effect or any other similar matter having occurred which, in the
reasonable opinion of the Placement Agent, has or may have an adverse effect on the
Placement and the listing of our Shares on the Catalist;
(h)
the delivery by our Company to the Placement Agent on the Closing Date of a
certificate, in the form set out in Schedule 2 to the Placement Agreement, signed by a
Director for and on behalf of our Company;
(i)
the delivery to the Placement Agent of a copy of the legal due diligence reports
prepared in relation to the admission of our Company on Catalist and the Placement
Agent bring satisfied with the results, findings, advice, opinions and/or conclusions set
out in such reports;
(j)
the letters of undertaking referred to under the section entitled Shareholders

Moratorium of this Offer Document being executed and delivered to the Sponsor, Issue
Manager and the Placement Agent before the date of registration of the Offer
Document; and
(k)
the Full Sponsorship and Management Agreement not being terminated or rescinded
pursuant to the provisions of the Full Sponsorship and Management Agreement.
MISCELLANEOUS
16. There has not been any public takeover offer by a third party in respect of our Shares or by
our Company in respect of shares of another corporation or units of a business trust which
has occurred between HY2014 and the Latest Practicable Date.
17. No expert is employed on a contingent basis by our Company or our subsidiaries, or has a
material interest, whether direct or indirect, in the shares of our Company or our subsidiaries,
or has a material economic interest, whether direct or indirect, in our Company, including an
interest in the success of the Placement.
18. No amount of cash or securities or benefit has been paid or given to any promoter within the
two years preceding the Latest Practicable Date or is proposed or intended to be paid or
given to any promoter at any time.
19. Save as disclosed in the section entitled General and Statutory Information Management
and Placement Arrangements of this Offer Document, no commission, discount or
brokerage has been paid or other special terms granted within the two years preceding the
Latest Practicable Date or is payable to any Director, promoter, expert, proposed director or
any other person for subscribing or agreeing to subscribe or procuring or agreeing to procure
subscriptions for any shares in, or debentures of, our Company or our subsidiaries.
20. Application monies received by our Company in respect of successful applications (including
successful applications which are subsequently rejected) will be placed in a separate
non-interest bearing account with the Receiving Banker. In the ordinary course of business,
the Receiving Banker will deploy these monies in the inter-bank money market. All profits
derived from the deployment of such monies will accrue to the Receiving Bank. Any refund
of all or part of the application monies to unsuccessful or partially successful applicants will
be made without any interest or any share of revenue or any other benefit arising therefrom.
244

21. Save as disclosed in this Offer Document, our Directors are not aware of any relevant
material information including trading factors or risks which are unlikely to be known or
anticipated by the general public and which could materially affect the profits of our Company
and our subsidiaries.
22. Save as disclosed in this Offer Document, the financial position and profitability of our Group
are not likely to be affected by any of the following:
(i)
known trends or demands, commitments, events or uncertainties that will result in or are
reasonably likely to result in our Groups liquidity increasing or decreasing in any
material way;
(ii)
material commitments for capital expenditure;
(iii) unusual or infrequent events or transactions or any significant economic changes that
will materially affect the amount of reported income from operations; and
(iv) known trends or uncertainties that have had or that we reasonably expect will have a
material favourable or unfavourable impact on revenues or operating income.
23. Save as disclosed in this Offer Document, our Directors are not aware of any event which has
occurred since the end of HY2014 to the Latest Practicable Date which may have a material
effect on the financial position and results of our Group or the financial information provided
in this Offer Document.
24. Details, including the name, address and professional qualifications including membership in
a professional body of the auditors of our Company for the Period Under Review are as
follows:
Name, professional
qualification and address
BDO LLP
Public Accountants and
Chartered Accountants
21 Merchant Road #05-01
Singapore 058267
Professional body
Institute of Singapore
Partner-in-charge/
Professional qualification
Leong Hon Mun Peter
(a member of the Institute of
Singapore Chartered
Accountants
We currently have no intention of changing our auditors after the listing of our Company on
Catalist.
CONSENTS
25. The Independent Auditors and Reporting Accountants, BDO LLP, has given and has not
withdrawn their written consent to the issue of this Offer Document with the inclusion herein
of the the Independent Auditors Report and Audited Consolidated Financial Statements of
ZICO Holdings Inc. and its Subsidiaries for the Financial Years Ended 31 December 2011,
2012 and 2013, the Independent Auditors Review Report and Unaudited Interim
Condensed Consolidated Financial Statements of ZICO Holdings Inc. and its Subsidiaries for
the Financial Period from 1 January 2014 to 30 June 2014 and the Independent Auditors
Assurance Report and Unaudited Pro Forma Consolidated Financial Information of ZICO
245

Holdings Inc. and its Subsidiaries for the Financial Year Ended 31 December 2013 and the
Financial Period from 1 January 2014 to 30 June 2014 as set out in Appendices A, B and
C respectively of this Offer Document and all references thereto in the form and context in
which they are respectively included and references to its name in the form and context in
which it appears in this Offer Document and to act in such capacity in relation to this Offer
Document.
26. The Sponsor, Issue Manager and Placement Agent has given and has not withdrawn its
written consent to the issue of this Offer Document with the inclusion herein of its name and
references thereto in the form and context in which they appear in this Offer Document and
to act in such capacities in relation to this Offer Document.
27. Each of the Solicitors to the Placement and Legal Adviser to our Company on Singapore Law,
the Legal Adviser to our Company on Labuan and Malaysian Law, the Legal Adviser to our
Company on Myanmar Law, the Legal Adviser to our Company on Indonesian Law, the Legal
Adviser to our Company on Laos Law, the Legal Adviser to our Company on British Virgin
Islands Law, and the Malaysian Financial Adviser to ZICO Malaysia, has given and has not
withdrawn its written consent to the issue of this Offer Document with the inclusion herein of
its name and all references thereto in the form and context in which they appear in this Offer
Document and to act in such capacity in relation to this Offer Document.
28. Each of the Solicitors to the Placement and Legal Adviser to our Company on Singapore Law,
the Legal Adviser to our Company on Labuan and Malaysian Law, the Legal Adviser to our
Company on Myanmar Law, the Legal Adviser to our Company on Indonesian Law, the Legal
Adviser to our Company on Laos Law, and the Legal Adviser to our Company on British Virgin
Islands Law, the Singapore Share Registrar and Transfer Agent, the Malaysian Financial
Adviser to ZICO Malaysia, the Principal Bankers and the Receiving Banker do not make or
purport to make any statement in this Offer Document or any statement upon which a
statement in this Offer Document is based and each of them makes no representation
regarding any statement in this Offer Document and to the maximum extent permitted by law,
expressly disclaims and takes no responsibility for any liability to any person which is based
on, or arises out of, any statement, information or opinions in, or omission from, this Offer
Document.
RESPONSIBILITY STATEMENT BY OUR DIRECTORS
29. This Offer Document has been seen and approved by our Directors and they collectively and
individually accept full responsibility for the accuracy of the information given in this Offer
Document and confirm, after making all reasonable enquiries, that to the best of their
knowledge and belief, this Offer Document constitutes full and true disclosure of all material
facts about the Placement and our Group, and our Directors are not aware of any facts the
omission of which would make any statement in this Offer Document misleading. Where
information in this Offer Document has been extracted from published or otherwise publicly
available sources or obtained from a named source, the sole responsibility of our Directors
has been to ensure that such information has been accurately and correctly extracted from
those sources and/or reproduced in this Offer Document in its proper form and context.
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DOCUMENTS FOR INSPECTION
30. The following documents or copies thereof may be inspected at our registered office during
normal business hours for a period of six (6) months from the date of registration of this Offer
Document with the SGX-ST (acting as agent on behalf of the Authority):
(i)
the Memorandum and Articles of Association of our Company;
(ii)
Independent Auditors Report and Audited Consolidated Financial Statements of ZICO

Holdings Inc. and its Subsidiaries for the Financial Years Ended 31 December 2011,
2012 and 2013;
(iii) Independent Auditors Review Report and Unaudited Interim Condensed Consolidated
Financial Statements of ZICO Holdings Inc. and its Subsidiaries for the Financial Period
from 1 January 2014 to 30 June 2014;
(iv) Independent Auditors Assurance Report and Unaudited Pro Forma Consolidated
Financial Information of ZICO Holdings Inc. and its Subsidiaries for the Financial Year
Ended 31 December 2013 and the Financial Period from 1 January 2014 to 30 June
2014;
(v)
the Service Agreements referred to in this Offer Document;
(vi) the material contracts referred to in this Offer Document;

(vii) the letters of consent referred to in this Offer Document;
(viii) the ZICO Holdings Performance Share Plan; and
(ix) the ZICO Holdings Employee Share Option Scheme.
247
This page has been intentionally left blank.
APPENDIX A INDEPENDENT AUDITORS REPORT AND AUDITED

CONSOLIDATED FINANCIAL STATEMENTS OF ZICO HOLDINGS INC.
AND ITS SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
31 DECEMBER 2011, 2012 AND 2013
ZICO HOLDINGS INC.

and its subsidiaries
Audited Consolidated Financial Statements
For the financial years ended 31 December 2011, 2012 and 2013
A-1
AUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2011, 2012 AND 2013
STATEMENT BY DIRECTORS
We, Chew Seng Kok and Ng Hock Heng, being two of the directors of ZICO Holdings Inc. (the
Company), do hereby state that, in the opinion of the Board of Directors,
(i)
the accompanying consolidated financial statements together with notes thereto are properly
drawn up in accordance with International Financial Reporting Standards so as to present
fairly, in all material respects, the state of affairs of the Company and its subsidiaries (the
Group) as at 31 December 2011, 2012 and 2013 and of the results, changes in equity and
cash flows of the Group for the financial years ended on those dates, and
(ii)
at the date of this statement, there are reasonable grounds to believe that the Company will
be able to pay its debts as and when they fall due.
On behalf of the Board of Directors
Chew Seng Kok

Director
Ng Hock Heng
Director
Singapore
30 October 2014
A-2
INDEPENDENT AUDITORS REPORT ON AUDITED CONSOLIDATED FINANCIAL

STATEMENTS FOR THE FINANCIAL YEARS ENDED
31 DECEMBER 2011, 2012 AND 2013
30 October 2014
The Board of Directors
ZICO Holdings Inc.
Unit Level 13(A), Main Office Tower
Financial Park Labuan
Jalan Merdeka, 87000
Federal Territory of Labuan
Malaysia
Dear Sirs,
Report on the Financial Statements
We have audited the accompanying consolidated financial statements of ZICO Holdings Inc. (the
Company) and its subsidiaries (the Group) as set out on pages A-5 to A-76 which comprise the
consolidated statements of financial position as at 31 December 2011, 2012 and 2013, the
consolidated statements of comprehensive income, consolidated statements of changes in equity
and consolidated statements of cash flows for each of the financial years ended 31 December
2011, 2012 and 2013 and a summary of significant accounting policies and other explanatory
notes.
Managements Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated
financial statements in accordance with International Financial Reporting Standards, and for such
internal controls as management determines is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audits. We
conducted our audits in accordance with International Standards on Auditing. Those standards
require that we comply with ethical requirements and plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the financial statements. The procedures selected depend on the auditors
judgement, including the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the entitys preparation and fair presentation of financial
statements in order to design audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the entitys internal control.
An audit also includes evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by management, as well as evaluating the overall
presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion.
A-3
INDEPENDENT AUDITORS REPORT ON AUDITED CONSOLIDATED FINANCIAL

STATEMENTS FOR THE FINANCIAL YEARS ENDED
31 DECEMBER 2011, 2012 AND 2013 (Continued)
Opinion
In our opinion, the accompanying consolidated financial statements of the Group present fairly, in
all material respects, the state of affairs of the Group as at 31 December 2011, 2012 and 2013 and
of the results, changes in equity and cash flows of the Group for each of the financial years ended
31 December 2011, 2012 and 2013 in accordance with the International Financial Reporting
Standards.
Restriction on Distribution and Use
This report has been prepared solely to you as a body and for inclusion in the Offer Document to
be issued in relation to the proposed initial public offering of ordinary shares of the Company in
connection with the Companys listing on Catalist, the sponsor-supervised listing platform of the
Singapore Exchange Securities Trading Limited.
BDO LLP
Singapore
Leong Hon Mun Peter

Partner-in-charge
A-4
ZICO HOLDINGS INC.

AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
AS AT 31 DECEMBER 2011, 2012 AND 2013
Note
2011
RM
2012
RM
2013
RM
5
6
7
756,329
2,860,277
42,172
869,396
4,026,138
234,592
1,018,346
3,976,138
598,472
3,658,778
5,130,126
5,592,956
7,633,062
73,173
28,574
3,813,481
8,544,516
67,517
74,090
9,895,030
18,702,425
51,348
208,557
8,521,151
11,548,290
18,581,153
27,483,481
15,207,068
23,711,279
33,076,437
ASSETS
Non-current assets
Plant and equipment
Intangible assets
Associates
Current assets
Prepayments
Total assets
Equity
Share capital
Retained earnings
10
11
11
Total equity
Other payables
Current liabilities
12
13
14
13
12
Total liabilities
9,458
6,025,678
(428,901)
9,458
5,780,281
(463,972)
3,281,113
7,852,401
34,183
5,606,235
5,325,767
11,167,697
76,522
679,394
19,940
98,805
2,700,029
53,822
47,506
1,907,839
49,095
775,856
2,852,656
2,004,440
8,372,917
53,610
398,450
15,083,025
74,139
375,692
16,163,450
2,465,810
1,275,040
8,824,977
15,532,856
19,904,300
9,600,833
18,385,512
21,908,740
15,207,068
23,711,279
33,076,437
The accompanying notes form an integral part of these financial statements.

A-5
ZICO HOLDINGS INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Note
2011
RM
2012
RM
2013
RM
Revenue
15
8,901,016
12,583,336
19,219,492

Interest income
Other income
16
11,140
260,479
104,847
1,235,717
113,428
1,976,687
9,172,635
13,923,900
21,309,607
(133,077)
(1,839,928)
(611,877)
(197,765)
(941,526)
(106,777)
(38,422)
(287,596)
(3,427,196)
(691,258)
(415,441)
(1,927,837)
(286,572)
158,139
(295,746)
(3,761,476)
(864,885)
(1,095,820)
(3,110,822)
(276,164)
1,077,435
5,303,263
7,046,139
12,982,129
Items of expense
Other expenses
Finance costs
17
18
19
Income tax expense
20
Profit for the financial year
(420,509)
4,882,754

Items that will or may be reclassified
subsequently to profit or loss
Exchange differences arising from translation of
foreign operations
Income tax relating to items that will or may be
reclassified
(43,814)
(691,536)
6,354,603
(35,071)
Other comprehensive income for the

financial year, net of tax
(43,814)
(35,071)
(1,377,925)
11,604,204
498,155
498,155
Total comprehensive income for the

financial year
4,838,940
6,319,532
12,102,359
Profit attributable to owners of the parent
4,882,754
6,354,603
11,604,204
Total comprehensive income attributable to

4,838,940
6,319,532
12,102,359
1,627.58
2,118.20
11.60
1,627.58
2,118.20
11.60
0.02
0.03
0.05
Earnings per share

Basic
22
Diluted
Based on pre-placement shares

A-6
ZICO HOLDINGS INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Share
capital
RM
Retained
earnings
RM
Foreign
currency
translation
account
RM
9,458
5,903,199
(385,087)
4,882,754

operations
(43,814)

for the financial year
4,882,754
(43,814)
(4,760,275)
(4,760,275)
(4,760,275)
(4,760,275)
Note
Balance at 1 January 2011
Total
equity
RM
5,527,570
4,882,754
Other comprehensive
income:
(43,814)
4,838,940
Transactions with owners of

the parent
Dividends
21
Total transactions with

Balance at 31 December 2011
9,458
6,025,678
(428,901)

A-7
5,606,235
ZICO HOLDINGS INC.

Share
capital
RM
Retained
earnings
RM
Foreign
currency
translation
account
RM
9,458
6,025,678
(428,901)
6,354,603

operations
(35,071)

6,354,603
(35,071)
(6,600,000)
(6,600,000)
(6,600,000)
(6,600,000)
Note
Total
equity
RM
5,606,235
6,354,603
Other comprehensive
income:
(35,071)
6,319,532

the parent
Dividends
21

9,458
5,780,281
(463,972)

A-8
5,325,767
ZICO HOLDINGS INC.

Retained
earnings
RM
Foreign
currency
translation
account
RM
Total
equity
RM
9,458
5,780,281
(463,972)
5,325,767
11,604,204
11,604,204

operations
498,155
498,155

11,604,204
498,155
12,102,359
Note
Share
capital
RM

Other comprehensive
income:

the parent
Dividends
21
(5,500,000)
Issuance of bonus shares
10
3,271,655
(3,271,655)
Issuance of preference shares
11
(760,429)
(760,429)

3,271,655
(9,532,084)
(6,260,429)
3,281,113
7,852,401
34,183

A-9
(5,500,000)
11,167,697
ZICO HOLDINGS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
Note
Operating activities
Adjustments for:
Allowance for impairment loss on doubtful
trade receivables
trade receivables written back
Amortisation of intangible assets
Bad trade and other receivables written off
Depreciation of plant and equipment
Deposits written off
Gain on disposal of plant and equipment
Gain on disposal of a subsidiary
Interest income
Interest expense
Notional finance cost on deferred
consideration on acquisition of a
subsidiary
consideration on acquisition of intangible
asset
Plant and equipment written off
Prepayment written off
Unrealised foreign exchange (gain)/loss
2011
RM
2012
RM
2013
RM
5,303,263
7,046,139
12,982,129
101,016
1,445,933
(39,328)
50,000
29,032
83,077
(11,140)
10,152
96,625
5,328
38,422
82,778
Operating cash flows before working

capital changes
5,648,209
(26,406)
50,000
342,119
237,596
(9,999)
(5,203)
(104,847)
10,031
(9,402)
50,000
269,864
245,746
88,808
(113,428)
36,845
209,350
203,822
67,191
(158,139)
6,142
35,497
106,654
58,201
(1,077,435)
(42,939)
7,764,990
14,280,295
678,875
(73,173)
(816,112)
(2,081,892)
5,656
947,161
(8,841,958)
(42,032)
1,008,616
Cash generated from operations

Income tax paid
5,437,799
(452,867)
6,635,915
(777,617)
6,404,921
(617,824)
4,984,932
5,858,298
5,787,097
Working capital changes:

Prepayments

A-10
ZICO HOLDINGS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
Note
Investing activities
Acquisition of associates
Acquisition of a subsidiary, net of cash
acquired
Advances to associates
Repayment from/(Advances to) related
parties
Repayment from Director of an associate
Dividend received from an associate
Interest received
Placement of fixed deposits with a bank
Proceeds from disposals of plant and
equipment
Purchase of plant and equipment
Payment for deferred consideration to
acquire intangible asset
acquire a subsidiary
2011
RM
2012
RM
2013
RM
(100)
(84,281)
(586,715)
1,732,937
(543,301)
(903,701)
(161,095)
181
40,000
11,140
(52,199)
1,149,409
50,000
104,847
(1,518)
(1,309,089)
39,000
44,510
(1,167,435)
(421,575)
12,700
(154,715)
(152,045)
(480,000)
(480,000)
(1,120,000)
Net cash (used in)/from investing activities
(1,170,363)
1,786,078
(5,048,760)
Financing activities
Dividends paid
Interest paid
(Repayment to)/Advances from Director
Advances from related parties
Advances from shareholders
Proceeds of revolving credit facility
Redemption of preference shares
Repayments of finance lease payables
(4,760,275)
(10,152)
(2,378,247)
1,452,441
(50,294)
(6,600,000)
(10,031)
55,754
1,531,453
(73,188)
(5,500,000)
(36,845)
1,100,031
1,168,713
1,354,747
2,412,700
(760,429)
(72,328)
(5,746,527)
(5,096,012)
(333,411)
Net change in cash and cash equivalents

Cash and cash equivalents at beginning of
financial year
Effect of exchange rate changes on cash
and cash equivalents
(1,931,958)
2,548,364
404,926
889,307
3,398,406

financial year
2,865,394
(44,129)
9
889,307
(39,265)
3,398,406

A-11
195,169
3,998,501
ZICO HOLDINGS INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
These notes form an integral part and should be read in conjunction with the consolidated financial
statements.
These consolidated financial statements have been prepared for inclusion in the Offer Document
of ZICO Holdings Inc. (the Company) and its subsidiaries (the Group) and were authorised for
issue by the Directors of the Company on 30 October 2014.
1.
Corporate information
1.1
Domicile and activities

The Company was incorporated in Federal Territory of Labuan Malaysia on 9
December 2010 under the Labuan Companies Act 1990 as a Labuan company in the
name of ZICOlaw Holdings Inc.. With effect from 30 April 2014, the name of the
Company was changed to ZICO Holdings Inc.. The Companys registration number is
LL07968.
The address of the Companys registered office and principal place of business is Unit
Level 13(A), Main Office Tower, Financial Park Labuan, Jalan Merdeka, 87000 Federal
Territory of Labuan, Malaysia.
The principal activity of the Company is that of an investment holding company.
The principal activities of the subsidiaries are set out in Note 1.2 to the consolidated
financial statements.
1.2
Details of subsidiaries
As at 31 December 2011, 2012 and 2013, the Group had the following subsidiaries:
Name of subsidiary
Country of
Principal
incorporation activities
Effective equity interest

2011
2012
2013
%
%
%
ZICO Malaysia Sdn.

Bhd. (formerly
known as ZICOlaw
Sdn. Bhd.)
Malaysia
Investment
holding
100
100
100
ZICO (Labuan) LLP

(formerly known as
ZICO Limited
Partnership)
Federal
Territory of
Labuan
Consultancy
services
100
100
100
A-12
ZICO HOLDINGS INC.

1.
Corporate information (Continued)

1.2
Details of subsidiaries (Continued)
Name of subsidiary
Country of
Principal

2011
2012
2013
%
%
%
ZICO International
Corporation
(formerly known as
ZICOlaw
International
Corporation)
Federal
Territory of
Labuan
Investment
holding
company
100
100
100
ZICO Consultancy
Limited (formerly
known as ZICOlaw
Consultancy
Limited)
Federal
Territory of
Labuan
Investment
holding
company
100
100
100
ZICO Consultancy
Sdn. Bhd. (formerly
known as ZICOlaw
Consultancy Sdn.
Bhd.)
Malaysia
Business
support
services
100
100
100
ZICO Shariah
Advisory Services
Sdn. Bhd. (formerly
known as ZICOlaw
Shariah Advisory
Services Sdn. Bhd.)
Malaysia
Shariah
advisory
services
100
100
100
ZICO Corporate
Services Sdn. Bhd.
(formerly known as
ZICOlaw Corporate
Services Sdn. Bhd.)
Malaysia
Company
secretarial,
corporate
services and
related
consultancy
services
100*
100
A-13
ZICO HOLDINGS INC.

1.
Corporate information (Continued)

1.2
Name of subsidiary
Country of
Principal

2011
2012
2013
%
%
%
ZICO Trust Limited

(formerly known as
ZICOlaw Trust
Limited)
Federal
Territory of
Labuan
Trust services,
company
secretarial,
corporate
services and
related
consultancy
services
100
100
100
ZICOlaw Singapore
Pte. Ltd.
Singapore
Legal advisory
and
consultancy
services
100*
100*
100*
ZICO IP Inc. (formerly

known as ZICOlaw
IP Inc)
British Virgin
Islands
Owner of
intellectual
property
rights
100
100
PT ZICOlaw
Indonesia
Indonesia
Business
management
consultancy
100
100
ZICO Secretarial
Services Sdn. Bhd.
(formerly known as
Zaid Ibrahim
Secretarial Services
Sdn Bhd)
Malaysia
Company
secretarial,
corporate
services and
related
consultancy
services
100
100
100
ZICO Competelaw
Sdn. Bhd. (formerly
known as ZICOlaw
Competelaw Sdn.
Bhd.)
Malaysia
Corporate and
consultancy
services
100
Held in trust by certain Directors in favour of the Company.
A-14
ZICO HOLDINGS INC.

2.
Basis of preparation of financial statements

The audited consolidated financial statements of the Group for the financial years ended 31
December 2011, 2012 and 2013 have been prepared in accordance with International
Financial Reporting Standards (IFRS).
The statutory audited financial statements of all companies within the Group for the financial
years ended 31 December 2011, 2012 and 2013 covered by this report were audited by the
following firms of Chartered Accountants who issued unqualified audit opinions in their
reports as follows:
Name of company
Auditors
Financial year
Rabin & Associates
Financial years ended

31 December 2011 and
2012
BDO, Malaysia
Financial year ended

31 December 2013
Rabin & Associates

31 December 2011
and 2012
BDO, Malaysia

31 December 2013
Rabin & Associates

31 December 2011
and 2012
BDO, Malaysia

31 December 2013
Rabin & Associates

31 December 2011
and 2012
BDO, Malaysia

31 December 2013
Rabin & Associates

31 December 2011
and 2012
BDO, Malaysia

31 December 2013
Rabin & Associates

31 December 2011
and 2012
ZICO Trust Limited
ZICO Secretarial Services

Sdn. Bhd.
ZICO Shariah Advisory

Services Sdn. Bhd.
ZICO Consultancy Sdn.

Bhd.

Sdn. Bhd.
A-15
ZICO HOLDINGS INC.

2.
Basis of preparation of financial statements (Continued)

Name of company
Auditors
Financial year

Sdn. Bhd
BDO, Malaysia

31 December 2013
ZICO International
Corporation
BDO, Malaysia

31 December 2013
BDO, Malaysia

31 December 2013
ZICOlaw Singapore Pte Ltd
BDO LLP, Singapore

31 December 2013
ZICO (Labuan) LLP
BDO, Malaysia

31 December 2013
ZICO IP Inc.
BDO, Malaysia

31 December 2013
For the purpose of inclusion in the consolidated financial statements:
BDO LLP, Singapore audited the financial statements of ZICOlaw Singapore Pte. Ltd,
for the financial years ended 31 December 2011 and 2012 which were previously
exempt from audit under the Singapore Companies Act; and
BDO, Malaysia audited the financial statements of the other companies within the
Group which had prepared compilation accounts as these companies were exempt
under the respective local regulations.
The preparation of financial statements in conformity with IFRS requires the management to
exercise judgement in the process of applying the Groups accounting policies and requires
the use of accounting estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosures of contingent assets and liabilities at the end of the reporting
periods, and the reported amounts of revenue and expenses throughout the financial years.
Although these estimates are based on managements best knowledge of historical
experience and other factors, including expectations of future events that are believed to be
reasonable under the circumstances, actual results may ultimately differ from those
estimates. The estimates and underlying assumptions are reviewed on an on-going basis.
Revisions to accounting estimates are recognised in the financial year in which the estimate
is revised if the revision affects only that financial year or in the financial year of the revision
and future financial years if the revision affects both current and future financial years.
A-16
ZICO HOLDINGS INC.

3.
Summary of significant accounting policies

Critical accounting judgements and key sources of estimation uncertainty used that are
significant to the financial statements are disclosed in Note 4 to the consolidated financial
statements.
3.1
Changes in accounting policies

During the financial years ended 31 December 2011, 2012 and 2013, the Group
adopted the new or revised International Financial Reporting Standards and
International Financial Reporting Interpretations Committee (IFRIC) that are relevant
to its operations and effective for each annual period respectively. Changes to the
Groups accounting policies have been made as required, in accordance with the
relevant transitional provisions in the respective IFRS and IFRIC. The adoption of the
new or revised FRS and IFRIC did not result in any substantial changes to the Groups
accounting policies and has no material effect on the amounts reported for the current
and prior financial years.
Amendments to IAS 1 Presentation of Items of Other Comprehensive Income
The amendment requires that items of other comprehensive income must be grouped
together into two sections:
Those that will or may be reclassified into profit or loss; and
Those that will not.
As the amendment only affects presentation, there is no effect on the Groups financial
position or performance.
IFRS 10 Consolidated Financial Statements
IFRS 10 supersedes IAS 27(2008) Consolidated and Separate Financial Statements
and SIC- 12 Consolidation Special Purpose Entities, and introduces a single control
model for all entities, including special purpose entities (SPEs), whereby control
exists when all of the following conditions are present:
Power over investee;
Exposure, or rights, to variable returns from investee; and
Ability to use power over investee to affect the entitys returns from investee.
Other changes introduced by IFRS 10 include:
The introduction the concept of de facto control for entities with less than a 50%
ownership interest in an entity, but which have a large shareholding compared to
other shareholders.
A-17
ZICO HOLDINGS INC.

3.
Summary of significant accounting policies (Continued)

3.1
Changes in accounting policies (Continued)

IFRS 10 Consolidated Financial Statements (Continued)
Potential voting rights are only considered when determining if there is control
when they are substantive (holder has practical ability to exercise) and the rights
are exercisable when decisions about the investees activities that affect the
investors return will or can be made.
Specific guidance for the concept of silos, where groups of assets (and
liabilities) within one entity are ring-fenced, and each group is considered
separately for consolidation.
IFRS 12 Disclosure of Interests in Other Entities

IFRS 12 sets out the disclosure requirements relating to an entitys interests in
subsidiaries, joint arrangements, associates and structured entities. The standard
requires a reporting entity to disclose information that helps users to assess the nature
and financial effects of the reporting entitys relationship with other entities.
As the new standard affects only disclosure, there is no effect on the Groups financial
position or performance.
IFRS 13 Fair Value Measurement
IFRS 13 sets out the framework for determining the measurement of fair value and the
disclosure of information relating to fair value measurement, when fair value
measurements and/or disclosures are required or permitted by other IFRSs.
As a result, the guidance and requirements relating to fair value measurement that
were previously located in other IFRSs have now been relocated to IFRS 13. While
there has been some rewording of the previous guidance, there are few changes to the
previous fair value measurement requirements. Instead, IFRS 13 is intended to clarify
the measurement objective, harmonise the disclosure requirements, and improve
consistency in application of fair value measurement.
IFRS 13 did not materially affect any fair value measurements of the Groups assets
or liabilities, with changes being limited to presentation and disclosure, and therefore
has no effect on the Groups financial position or performance.
In addition, IFRS 13 is to be applied prospectively and therefore comparative
disclosures have not been presented.
A-18
ZICO HOLDINGS INC.

3.

3.1

IAS 19 Employee Benefits (Revised 2011)
The main changes as a consequence of the revision of IAS 19 include:
Elimination of the corridor approach for deferring gains/losses for defined

benefit plans.
Actuarial gains/losses on remeasuring the defined benefit plan obligation/asset

to be recognised in other comprehensive income rather than in profit or loss, and
cannot be reclassified in subsequent periods.
Amendments to the timing of recognition for liabilities for termination benefits.
Employee benefits expected to be settled (as opposed to due to be settled)

wholly within 12 months after the end of the reporting period are short-term
benefits, and are not discounted.
IAS/IFRS issued but not yet effective

As at the date of the authorisation of these financial statements, the Group has not
adopted the following IAS/IFRS and IFRIC that have been issued but not yet effective:
Effective date
(annual periods
beginning on
or after)
IAS 19
Amendments to IAS 19: Defined Benefit Plans:

Employee Contributions
IAS 27
Amendments to IAS 27 Investment Entities
1 January 2014
IAS 32
Amendments to IAS 32 Offsetting Financial

Assets and Financial Liabilities
1 January 2014
IAS 36
Amendments to IAS 36 Recoverable Amount

Disclosures for Non-Financial Assets
1 January 2014
IAS 39
Amendments to IAS 39 Novation of

Derivatives and Continuation of Hedge
Accounting
1 January 2014
IFRS 10
1 January 2014
IFRS 12
1 January 2014
IFRS 14
Regulatory Deferral Accounts
1 January 2016
IFRIC 21
Levies
1 January 2014
Improvements to IAS/IFRSs (2014)
A-19
1 July 2014
1 July 2014
ZICO HOLDINGS INC.

3.

3.1

IAS/IFRS issued but not yet effective (Continued)
Consequential amendments were also made to various standards as a result of these
new or revised standards.
The Group expects that the adoption of the above IAS/IFRS and IFRIC, if applicable,
will have no material impact on the financial statements in the period of initial adoption.
3.2
Basis of consolidation
The consolidated financial statements comprise the financial statements of the
Company and its subsidiaries made up to end of the financial years ended 31
December 2011, 2012 and 2013. The financial statements of the subsidiaries are
prepared for the same reporting date as that of the parent company.
Accounting policies of subsidiaries have been changed where necessary to align them
with the policies adopted by the Group to ensure consistency.
Subsidiaries are consolidated from the date on which control is transferred to the
Group up to the effective date on which control ceases, as appropriate.
In preparing the consolidated financial statements, intra-group balances and
transactions and any unrealised income and expenses arising from intra-group
transactions are eliminated. Unrealised losses are also eliminated unless the
transaction provides evidence of an impairment loss of the asset transferred.
Non-controlling interests in subsidiaries relate to the equity in subsidiaries which is not
attributable directly or indirectly to the owners of the parent. They are shown
separately in the statements of comprehensive income, financial position and changes
in equity.
Non-controlling interests in the acquiree that are a present ownership interest and
entitle its holders to a proportionate share of the entitys net assets in the event of
liquidation may be initially measured either at fair value or at the non-controlling
interests proportionate share of the fair value, of the acquirees identifiable net assets.
The choice of measurement basis is made on an acquisition-by-acquisition basis.
Subsequent to acquisition, the carrying amount of non-controlling interests is the
amount of those interests at initial recognition plus the non-controlling interests share
of subsequent changes in equity. Total comprehensive income is attributed to
non-controlling interests even if this results in the non-controlling interests having a
deficit balance.
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ZICO HOLDINGS INC.

3.

3.2
Basis of consolidation (Continued)

Changes in the Groups interest in a subsidiary that do not result in a loss of control
are accounted for as equity transactions. The carrying amounts of the Groups
interests and the non-controlling interests are adjusted to reflect the changes in their
relative interests in the subsidiary. Any difference between the amount by which the
non-controlling interests are adjusted and the fair value of the consideration paid or
received is recognised directly in equity and attributed to owners of the parent.
When the Group loses control of a subsidiary it derecognises the assets and liabilities
of the subsidiary and any non-controlling interest. The profit or loss on disposal is
calculated as the difference between (i) the aggregate of the fair value of the
consideration received and the fair value of any retained interest and (ii) the previous
carrying amount of the assets (including goodwill), and liabilities of the subsidiary and
any non-controlling interests. Amounts previously recognised in other comprehensive
income in relation to the subsidiary are accounted for (i.e. reclassified to profit or loss
or transferred directly to retained earnings) in the same manner as would be required
if the relevant assets or liabilities were disposed of. The fair value of any investments
retained in the former subsidiary at the date when control is lost is regarded as the fair
value on initial recognition for subsequent accounting under IAS 39 Financial
Instruments: Recognition and Measurement or, when applicable, the cost on initial
recognition of an investment in an associate or jointly controlled entity.
3.3
Business combinations
Business combinations from 1 January 2010
The acquisition of subsidiaries is accounted for using the acquisition method. The
consideration transferred for the acquisition is measured at the aggregate of the fair
values, at the date of exchange, of assets given, liabilities incurred or assumed, and
equity instruments issued by the Group in exchange for control of the acquiree.
Acquisition-related costs are recognised in profit or loss as incurred. Consideration
also includes the fair value of any contingent consideration.
The acquirees identifiable assets, liabilities and contingent liabilities that meet the
conditions for recognition under IFRS 3 are recognised at their fair values at the
acquisition date, except for non-current assets (or disposal groups) that are classified
as held-for-sale in accordance with IFRS 5 Non-current Assets Held for Sale and
Discontinued Operations, which are recognised and measured at the lower of cost and
fair value less costs to sell.
A-21
ZICO HOLDINGS INC.

3.

3.3
Business combinations (Continued)

Business combinations from 1 January 2010 (Continued)
Where a business combination is achieved in stages, the Groups previously held
interests in the acquired entity are remeasured to fair value at the acquisition date (i.e.
the date the Group attains control) and the resulting gain or loss, if any, is recognised
in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition
date that have previously been recognised in other comprehensive income are
reclassified to profit or loss, where such treatment would be appropriate if that interest
were disposed of.
The acquirees identifiable assets, liabilities and contingent liabilities that meet the
conditions for recognition under IFRS 3 are recognised at their fair values at the
acquisition date, except that:
deferred tax assets or liabilities and liabilities or assets related to employee

benefit arrangements are recognised and measured in accordance with IAS 12
Income Taxes and IAS 19 Employee Benefits respectively;
liabilities or equity instruments related to the replacement by the Group of an

acquirees share-based payment awards are measured in accordance with IFRS
2 Share-based Payment; and
assets (or disposal groups) that are classified as held for sale in accordance with
IFRS 5 Non-current Assets Held for Sale and Discontinued Operations are
measured in accordance with that standard.
If the initial accounting for a business combination is incomplete by the end of the
reporting period in which the combination occurs, the Group reports provisional
amounts for the items for which the accounting is incomplete. Those provisional
amounts are adjusted during the measurement period (see below), or additional
assets or liabilities are recognised, to reflect new information obtained about facts and
circumstances that existed as of the acquisition date that, if known, would have
affected the amounts recognised as of that date.
The measurement period is the period from the date of acquisition to the date the
Group obtains complete information about facts and circumstances that existed as of
the acquisition date, and is subject to a maximum of one year.
Goodwill arising on acquisition is recognised as an asset at the acquisition date and
initially measured at cost, being the excess of the sum of the consideration
transferred, the amount of any non-controlling interest in the acquiree and the fair
value of the acquirer previously held equity interest (if any) in the entity over net
acquisition-date fair value amounts of the identifiable assets acquired and the
liabilities assumed.
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ZICO HOLDINGS INC.

3.

3.3
Business combinations (Continued)

Business combinations from 1 January 2010 (Continued)
If, after reassessment, the Groups interest in the net fair value of the acquirees
identifiable net assets exceeds the sum of the consideration transferred, the amount
of any non-controlling interest in the acquiree and the fair value of the acquirers
previously held equity interest in the acquiree (if any), the excess is recognised
immediately in profit or loss as a bargain purchase gain.
Business combinations before 1 January 2010
In comparison to the above mentioned requirements, the following differences applied:
Business combinations are accounted for by applying the purchase method.
Transaction costs directly attributable to the acquisition formed part of the acquisition
costs. The non-controlling interest (formerly known as minority interest) was measured
at the proportionate share of the acquirees identifiable net assets.
Business combinations achieved in stages were accounted for as separate steps.
Adjustments to those fair values relating to previously held interests are treated as a
revaluation and recognised in equity.
When the Group acquired a business, embedded derivatives separated from the host
contract by the acquiree are not reassessed on acquisition unless the business
combination results in a change in the terms of the contract that significantly modifies
the cash flows that would otherwise be required under the contract.
Contingent consideration was recognised if, and only if, the Group had a present
obligation, the economic outflow was probable and a reliable estimate was
determinable. Subsequent measurements to the contingent consideration affected
goodwill.
3.4
Subsidiaries
Subsidiaries are entities over which the Group has power to govern the financial and
operating policies, generally accompanying a shareholding of more than one half of
the voting rights. The existence and effect of potential voting rights that are currently
exercisable or convertible are considered when assessing whether the Group controls
another entity.
A-23
ZICO HOLDINGS INC.

3.

3.5
Associates
Associates are entities, not being subsidiaries or joint ventures, in which the Group
have significant influence, but not control. This generally coincides with the Group
having not less than 20% or not more than 50% of the voting power and has board
representation.
Investment in associates are accounted for in the consolidated financial statements
using the equity method of accounting. Associates are equity accounted for from the
date the Group obtains significant influence until the date the Group ceases to have
significant influence over the associates.
Investment in associates are initially recognised at cost. The cost of an acquisition is
measured at the fair value of the assets given, equity instruments issued or liabilities
incurred or assumed at the date of exchange, plus costs directly attributable to the
acquisition.
In applying the equity method of accounting, the Groups share of its associates
post-acquisition profits or losses is recognised in profit or loss and its share of
post-acquisition movements in reserves is recognised in other comprehensive income.
These post-acquisition movements are adjusted against the carrying amount of the
investments. When the Groups share of losses in associates equals or exceeds its
interest in the associates, including any other unsecured non-current receivables, the
Group does not recognise further losses, unless it has incurred legal or constructive
obligations or has made payments on behalf of the associates. If the associates
subsequently reports profits, the Group resumes recognising its share of those profits
after its share of the profits equals the share of losses not recognised.
Unrealised gains on transactions between the Group and its associates are eliminated
to the extent of the Groups interest in the associates. Unrealised losses are also
eliminated unless the transaction provides evidence of an impairment of the asset
transferred.
After application of the equity method of accounting, the Group determines whether it
is necessary to recognise any additional impairment loss with respect to the Groups
net investment in associates.
3.6
Plant and equipment

Plant and equipment are initially recorded at cost. Subsequent to initial recognition,
plant and equipment are stated at cost less accumulated depreciation and impairment
losses, if any.
A-24
ZICO HOLDINGS INC.

3.

3.6
Plant and equipment (Continued)

The cost of plant and equipment includes expenditure that is directly attributable to the
acquisition of the items. Dismantlement, removal or restoration costs are included as
part of the cost of plant and equipment if the obligation for dismantlement, removal or
restoration is incurred as a consequence of acquiring or using the plant and
equipment.
Subsequent expenditure relating to the plant and equipment that has already been
recognised is added to the carrying amount of the asset when it is probable that the
future economic benefits, in excess of the standard of performance of the asset before
the expenditure was made, will flow to the Group, and the cost can be reliably
measured. Other subsequent expenditure is recognised as an expense during the
financial year in which it is incurred.
An item of plant and equipment is derecognised upon disposal or when no future
economic benefits are expected from its use or disposal. Any gain or loss arising on
derecognition of the asset is included in profit or loss in the financial year the asset is
derecognised.
Depreciation is calculated using the straight-line method to allocate the depreciable
amounts of the plant and equipment over their estimated useful lives as follows:
Years
Motor vehicles
Computers
Office equipment
23
Renovation
10
The residual values, estimated useful lives and depreciation method are reviewed at
each financial year-end to ensure that the residual values, period of depreciation and
depreciation method are consistent with previous estimates and expected pattern of
consumption of the future economic benefits embodied in the items of plant and
equipment.
Assets held under finance leases are depreciated over their expected useful lives on
the same basis as owned assets or, if there is no certainty that the lessee will obtain
ownership by the end of the lease term, the asset shall be fully depreciated over the
shorter of the lease term and its useful life.
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ZICO HOLDINGS INC.

3.

3.7
Intangible assets
Intangible assets acquired separately are measured initially at cost. The cost of
intangible assets acquired in a business combination is their fair values as at the date
of acquisition. Following initial recognition, intangible assets are carried at cost less
accumulated amortisation and accumulated impairment losses, if any.
The useful lives of intangible assets are assessed to be either finite or indefinite.
Intangible assets with finite lives are amortised on a straight-line basis over the
estimated economic useful lives and assessed for impairment whenever there is an
indication that the intangible asset may be impaired. The amortisation period and the
amortisation method for an intangible asset with a finite useful life are reviewed at
least at each financial year-end. Changes in the expected useful life or the expected
pattern of consumption of future economic benefits embodied in the asset is
accounted for by changing the amortisation period or method, as appropriate, and are
treated as changes in accounting estimates. The amortisation expense on intangible
assets with finite useful lives is recognised in profit or loss.
Intangible assets with indefinite useful lives or not yet available for use are tested for
impairment annually or more frequently if the events or changes in circumstances
indicate that the carrying amount may be impaired either individual or at the
cash-generating unit level. Such intangible assets are not amortised. The useful life of
an intangible asset with an indefinite useful life is reviewed annually to determine
whether the useful life assessment continues to be supportable. If not, the changes in
useful life from indefinite to finite is made on prospective basis.
Gains or losses arising from derecognition of an intangible asset are measured at the
difference between the net disposal proceeds and the carrying amount of the asset
and are recognised in profit or loss when the asset is derecognised.
(i)
Goodwill
Goodwill arising on the acquisition of a subsidiary represents the excess of the
consideration transferred, the amount of any non-controlling interests in the
acquiree and the acquisition date fair value of any previously held equity interest
in the acquiree over the acquisition date fair value of the identifiable assets,
liabilities and contingent liabilities of the subsidiary recognised at the date of
acquisition.
Goodwill is initially recognised as an asset at cost and is subsequently measured
at cost less any accumulated impairment losses.
A-26
ZICO HOLDINGS INC.

3.

3.7
Intangible assets (Continued)

(i)
Goodwill (Continued)
For the purpose of impairment testing, goodwill is allocated to each of the
Groups cash-generating units expected to benefit from the synergies of the
combination. Cash-generating units to which goodwill has been allocated are
tested for impairment annually, or more frequently when there is an indication
that the unit may be impaired. If the recoverable amount of the cash-generating
unit is less than the carrying amount of the unit, the impairment loss is allocated
first to reduce the carrying amount of any goodwill allocated to the unit and then
to the other assets of the unit pro-rata on the basis of the carrying amount of each
asset in the unit. An impairment loss recognised for goodwill is not reversed in a
subsequent period.
On disposal of a subsidiary, the attributable amount of goodwill is included in the
determination of the gain or loss on disposal.
(ii)
Trademark
Trademark acquired is initially recognised at cost. Subsequently, trademark is
carried at cost less accumulated amortisation and impairment losses, if any.
Amortisation is recognised in profit or loss on a straight-line basis over 40 years.
Trademark is assessed for impairment whenever there is an indication that the
intangible asset may be impaired. The useful life and amortisation method are
reviewed at each financial year-end to ensure that the period of amortisation and
amortisation method are consistent with previous estimates and the expected
pattern of consumption of the future economic benefits.
3.8
Impairment of non-financial assets

The carrying amounts of non-financial assets are reviewed at the end of each
reporting period to determine whether there is any indication of impairment loss and
whenever events or changes in circumstances indicate that the carrying amount may
not be recoverable. If any such indication exists, or when annual impairment testing for
an asset is required, the assets recoverable amount is estimated.
An impairment loss is recognised whenever the carrying amount of an asset or its
cash-generating unit exceeds its recoverable amount. A cash-generating unit is the
smallest identifiable asset group that generates cash flows that largely are
independent from other assets and groups of assets. Impairment loss is recognised in
profit or loss unless it reverses a previous revaluation credited to other comprehensive
income, in which case it is charged to other comprehensive income up to the amount
of any previous revaluation.
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ZICO HOLDINGS INC.

3.

3.8
Impairment of non-financial assets (Continued)

The recoverable amount of an asset or cash-generating unit is the higher of its fair
value less costs to sell and its value in use. Recoverable amount is determined for
individual asset, unless the asset does not generate cash inflows that are largely
independent of those from other assets or groups of assets. If this is the case, the
recoverable amount is determined for the cash-generating unit to which the assets
belong. The fair value less costs to sell is the price that would be received to sell an
asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date less costs of disposal. Value in use is the
present value of estimated future cash flows expected to be derived from the
continuing use of an asset and from its disposal at the end of its useful life, discounted
at pre-tax rate that reflects current market assessment of the time value of money and
the risks specific to the asset or cash-generating unit for which the future cash flow
estimates have not been adjusted.
An assessment is made at the end of each reporting period as to whether there is any
indication that an impairment loss recognised in prior periods for an asset may no
longer exist or may have decreased. If such indication exists, the recoverable amount
is estimated. An impairment loss recognised in prior periods is reversed only if there
has been a change in the estimates used to determine the recoverable amount since
the last impairment loss was recognised. If that is the case, the carrying amount of the
asset is increased to its recoverable amount. An impairment loss is reversed only to
the extent that the assets carrying amount does not exceed the carrying amount that
would have been determined, net of depreciation or amortisation, if no impairment loss
had been recognised. Reversals of impairment loss are recognised in profit or loss
unless the asset is carried at revalued amount, in which case the reversal in excess
of impairment losses recognised in profit or loss in prior periods is treated as a
revaluation increase. After such a reversal, the depreciation or amortisation is
adjusted in future periods to allocate the assets revised carrying amount, less any
residual value, on a systematic basis over its remaining useful life.
3.9
Financial assets
The Group classifies its financial assets as loans and receivables. The classification
depends on the purpose of which the assets were acquired. The management
determines the classification of the financial assets at initial recognition and reevaluates this designation at the end of the reporting period, where allowed and
appropriate.
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ZICO HOLDINGS INC.

3.

3.9
Financial assets (Continued)

(i)
Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market. Loans and
receivables are classified within trade and other receivables and cash and
cash equivalents on the consolidated statements of financial position.
Recognition and derecognition

Financial assets are recognised on the consolidated statements of financial position
when, and only when, the Group becomes a party to contractual provisions of the
financial instruments.
Regular way purchases and sales of financial assets are recognised on trade-date, the
date on which the Group commits to purchase or sell the asset.
Financial assets are derecognised when the rights to receive cash flows from the
financial assets have expired or have been transferred and the Group has transferred
substantially all risks and rewards of ownership.
On derecognition of a financial asset, the difference between the carrying amount and
the net sale proceeds is recognised in profit or loss.
Initial and subsequent measurement
Financial assets are initially recognised at fair value plus in the case of financial assets
not at fair value through profit or loss, directly attributable transaction costs.
After initial recognition, loans and receivables are carried at amortised cost using the
effective interest method, less impairment loss, if any.
The effective interest method is a method of calculating the amortised cost of a
financial instrument and of allocating interest income or expense over the relevant
period. The effective interest rate is the rate that exactly discounts estimated future
cash receipts or payments (including all fees on points paid or received that form an
integral part of the effective interest rate, transaction cost and other premiums or
discounts) through the expected life of the financial instrument, or where appropriate,
a shorter period, to the net carrying amount of the financial instrument Income and
expense are recognised on an effective interest basis for debt instruments.
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ZICO HOLDINGS INC.

3.

3.9
Financial assets (Continued)

Impairment
The Group assesses at the end of each reporting period whether there is objective
evidence that a financial asset or a group of financial assets is impaired.
(i)

An allowance for impairment loss of loans and receivables is recognised when
there is objective evidence that the Group will not be able to collect all amounts
due according to the original terms of the receivables. The amount of allowance
is the difference between the assets carrying amount and the present value of
estimated future cash flows, discounted at the original effective interest rate. The
carrying amount of the asset is reduced through the use of an allowance account.
The amount of the loss is recognised in profit or loss.
If, in a subsequent period, the amount of the impairment loss decreases and the
decrease can be related objectively to an event occurring after the impairment
loss was recognised, the previously recognised impairment loss is reversed
either directly or by adjusting an allowance account. Any subsequent reversal of
an impairment loss is recognised in profit or loss, to the extent that the carrying
amount of the asset does not exceed its amortised cost at the reversal date.
3.10 Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, cash and deposits with banks.
Cash and cash equivalents are short-term, highly liquid investments that are readily
convertible to known amounts of cash and which are subject to an insignificant risk of
change in value. For the purpose of consolidated statement of cash flows, cash and
cash equivalents comprise cash on hand, cash at bank and fixed deposits net of fixed
deposits pledged and cash held in trust.
3.11
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of
an entity after deducting all of its liabilities.
Ordinary shares are classified as equity and recognised at the fair value of the
consideration received.
Incremental costs directly attributable to the issuance of new equity instruments are
shown in equity as a deduction from the proceeds.
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ZICO HOLDINGS INC.

3.

3.12 Financial liabilities
Financial liabilities are classified as either financial liabilities at fair value through profit
or loss or other financial liabilities.
Financial liabilities are classified as at fair value through profit or loss if the financial
liability is either held for trading or it is designated as such upon initial recognition. The
Group has not designated any financial liabilities as fair value through profit or loss
upon initial recognition.
The accounting policies adopted for other financial liabilities are set out below:
(i)

Trade and other payables are recognised initially at cost which represents the fair
value of the consideration to be paid in the future, less transaction cost, for goods
received or services rendered, whether or not billed to the Group, and are
subsequently measured at amortised cost using the effective interest method.
(ii)
Bank borrowings
Bank borrowings are initially recognised at the fair value, net of transaction costs
incurred. Bank borrowings are subsequently stated at amortised cost using the
effective interest method. Any difference between the proceeds (net of
transaction costs) and the redemption value is recognised in profit or loss over
the period of the borrowings using the effective interest method.
Bank borrowings which are due to be settled within 12 months after the end of the
reporting period are presented as current borrowings even though the original
term was for a period longer than 12 months and an agreement to refinance, or
to reschedule payments, on a long-term basis is completed after the end of the
reporting period and before the financial statements are authorised for issue.
Bank borrowings due to be settled more than 12 months after the end of the
reporting period are presented as non-current borrowings in the consolidated
statement of financial position.
(iii) Redeemable preference shares

Preference shares are classified as financial liabilities if these are mandatorily
redeemable or redeemable at the option of the holder. Redeemable preference
shares are initially recognised at fair value, net of transaction costs incurred, and
subsequently measured at amortised cost using the effective interest method
until it is redeemed.
A-31
ZICO HOLDINGS INC.

3.

3.12 Financial liabilities (Continued)
Recognition and derecognition
Financial liabilities are recognised on the consolidated statements of financial position
when, and only when, the Group becomes a party to the contractual provisions of the
financial instruments.
Financial liabilities are derecognised when the contractual obligation has been
discharged or cancelled or expired. On derecognition of a financial liability, the
difference between the carrying amount and the consideration paid is recognised in
profit or loss.
When an existing liability is replaced by another form from the same lender on
substantially different terms, or the terms of an existing liability are substantially
modified, such exchange or modification is treated as derecognition of the original
liability and the recognition of a new liability, and the difference in the respective
carrying amounts is recognised in profit or loss.
3.13 Revenue recognition
Revenue from rendering of services is recognised when the services have been
performed and accepted by the customers in accordance with the relevant terms and
conditions of the contract.
Royalty income is recognised on an accrual basis in accordance with the substance of
the relevant agreement. Royalty arrangements that are based on production, sales
and other measures are recognised by reference to the underlying arrangement.
Dividend income is recognised when the shareholders rights to receive payment have
been established.
Interest income is recognised on a time-proportion basis using the effective interest
method.
3.14 Employee benefits
Defined contribution plan
Contributions to defined contribution plans are recognised as expenses in profit or loss
in the same financial year as the employment that gives rise to the contributions.
Employee leave entitlement
Employee entitlements to annual leave are recognised when they accrue to
employees. An accrual is made for the estimated liability for unutilised annual leave as
a result of services rendered by employees up to the end of the reporting period.
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ZICO HOLDINGS INC.

3.

3.15 Leases
When the Group is the lessee of finance leases
Leases in which the Group assumes substantially the risks and rewards of ownership
are classified as finance leases.
Upon initial recognition, plant and equipment acquired through finance leases are
capitalised at the lower of its fair value and the present value of the minimum lease
payments. Any initial direct costs are also added to the amount capitalised.
Subsequent to initial recognition, the asset is accounted for in accordance with the
accounting policy applicable to that asset. Lease payments are apportioned between
finance charge and reduction of the lease liability. The finance charge is allocated to
each period during the lease term so as to achieve a constant periodic rate of interest
on the remaining balance of the finance lease liability. Finance charge is recognised
in profit or loss.
When the Group is the lessee of operating leases
Leases of assets in which a significant portion of the risks and rewards of ownership
are retained by the lessor are classified as operating leases. Payments made under
operating leases (net of any incentives received from the lessor) are recognised in
profit or loss on a straight-line basis over the period of the lease.
When an operating lease is terminated before the lease period has expired, any
payment required to be made to the lessor by way of penalty is recognised as an
expense in the financial year in which termination takes place.
3.16 Borrowing costs
Borrowing costs that are not directly attributable to the acquisition, construction or
production of a qualifying asset are recognised as expenses in profit or loss in the
financial year in which they are incurred. Borrowing costs are recognised on a
time-proportion basis in profit or loss using the effective interest method.
3.17 Income tax
Income tax expense comprises current and deferred taxes. Income tax expense is
recognised in profit or loss except to the extent that it relates to a business
combination or items recognised directly in equity, or in other comprehensive income.
Current income tax expense is the expected tax payable on the taxable income for the
three financial years, using tax rates enacted or substantively enacted by the end of
the reporting period, and any adjustment to income tax payable in respect of previous
financial years.
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ZICO HOLDINGS INC.

3.

3.17 Income tax (Continued)
Deferred tax is provided, using the liability method, for temporary differences at the
end of the reporting period between the tax bases of assets and liabilities and their
carrying amounts for financial reporting purposes. Deferred tax is measured using the
tax rates expected to be applied to the temporary differences when they are realised
or settled, based on tax rates enacted or substantively enacted by the end of the
reporting period.
Deferred tax assets are recognised only to the extent that it is probable that future
taxable profits will be available against which the temporary differences can be
utilised. Deferred tax assets are reviewed at the end of each reporting period and
reduced to the extent that it is no longer probable that the related tax benefit will be
realised.
Unrecognised deferred tax assets are reassessed at the end of each reporting period
and are recognised to the extent that it has become probable that future taxable profits
will be available against which the temporary differences can be utilised.
Deferred tax relating to items recognised outside profit or loss is recognised outside
profit or loss. Deferred tax items are recognised in correlation to the underlying
transaction either in other comprehensive income or directly in equity and deferred tax
arising from a business combination is adjusted against goodwill on acquisition.
Deferred tax assets and liabilities are offset if a legally enforceable right exists to set
off current tax assets against current tax liabilities and the deferred taxes relate to the
same tax authority and where there is intention to settle the current tax assets and
liabilities on a net basis.
Deferred tax liabilities are recognised for all taxable temporary differences associated
with investments in subsidiaries and associates, except where the timing of the
reversal of the temporary difference can be controlled by the Group and it is probable
that the temporary difference will not reverse in the foreseeable future.
3.18 Foreign currencies
Items included in the individual financial statements of each entity in the Group are
measured using the currency of the primary economic environment in which the entity
operates (functional currency).
The functional currency of the Company is United States dollar. The consolidated
financial statements are presented in Ringgit Malaysia (RM) as the Groups
operations are predominantly in Malaysia and the Directors are of the view that
presenting the financial statements in Ringgit Malaysia would be useful to the
shareholders of the Company.
A-34
ZICO HOLDINGS INC.

3.

3.18 Foreign currencies (Continued)
In preparing the financial statements, transactions in currencies other than the entitys
functional currency (foreign currencies) are recorded at the rates of exchange
prevailing on the date of the transactions. At the end of each reporting period,
monetary items denominated in foreign currencies are re-translated at the rates
prevailing at the end of the reporting period. Non-monetary items carried at fair value
that are denominated in foreign currencies are re-translated at the rates prevailing on
the date when the fair value was determined. Non-monetary items that are measured
in terms of historical cost in a foreign currency are not re-translated.
Exchange differences arising on the settlement of monetary items and on retranslating of monetary items are recognised in profit or loss for the financial year.
Exchange differences arising on the re-translation of non-monetary items carried at
fair value are recognised in profit or loss for the financial year except for differences
arising on the re-translation of non-monetary items in respect of which gains and
losses are recognised in other comprehensive income. For such non-monetary items,
any exchange component of that gain or loss is also recognised in other
comprehensive income.
For the purposes of presenting consolidated financial statements, the results and
financial positions of the Groups entities that have a functional currency different from
the presentation currency are translated into the presentation currency as follows:
(i)
assets and liabilities are translated at the closing exchange rate at the end of the
reporting period;
(ii)
income and expenses are translated at average exchange rate for the financial
year (unless this average is not a reasonable approximation of the cumulative
effect of the rates prevailing on the transaction dates, in which case income and
expenses are translated using the exchange rates at the dates of the
transactions); and
(iii) all resulting foreign currency exchange differences are recognised in other
comprehensive income and presented in the foreign currency translation account
in equity. Such translation differences are recognised in profit or loss in the period
in which the foreign operation is disposed of.
3.19 Dividends
Equity dividends are recognised when they become legally payable. Interim dividends
are recorded in the financial year in which they are declared payable. Final dividends
are recorded in the financial year in which the dividends are approved by the
shareholders.
A-35
ZICO HOLDINGS INC.

3.

3.20 Segment reporting
An operating segment is a component of the Group that engages in business activities
from which it may earn revenues and incur expenses (including revenues and
expenses relating to transactions with other components of the Group) and whose
operating results are regularly reviewed by the Groups chief operating decision maker
to make decisions about resources to be allocated to the segment and assess its
performance.
4.
Critical accounting judgements and key sources of estimation uncertainty

4.1
Critical judgements made in applying the accounting policies

In the process of applying the Groups accounting policies, the management is of the
opinion that there are no critical judgements involved that have a significant effect on
the amounts recognised in the financial statements except as discussed below.
(i)
Impairment of financial assets

The Group follows the guidance of IAS 39 on determining when a financial asset
is impaired. This determination requires significant judgement. The Group
evaluates, among other factors, the duration and extent to which the fair value of
a financial asset is less than its cost and the financial health of the near-term
business outlook for a financial asset, including factors such as industry and
sector performance, changes in technology and operational and financing cash
flows.
(ii)
Impairment of intangible assets

The Group determines whether goodwill is impaired at least on an annual basis,
regardless of whether there is an indication of impairment, and intangible assets
other than goodwill as and when there is an indication that the intangible asset
may be impaired. This determination requires significant judgement. Whenever
there is an indication that the cash-generating units to which the intangible assets
were allocated may be impaired, the cash-generating units are tested for
impairment by comparing their carrying amounts, excluding any goodwill, with
their recoverable amounts.
4.2
Key sources of estimation uncertainty

The key assumptions concerning the future and other key sources of estimation
uncertainty at the end of the reporting period that have a significant risk of causing a
material adjustment to the carrying amounts of assets and liabilities and the reported
amounts of revenue and expenses within the next financial year are discussed below.
A-36
ZICO HOLDINGS INC.

4.
Critical accounting judgements and key sources of estimation uncertainty (Continued)

4.2
Key sources of estimation uncertainty (Continued)

(i)

Plant and equipment are depreciated on a straight-line method over their
estimated useful lives. The management estimates the useful lives of plant and
equipment to be 5 to 10 years. Changes in the expected level of usage and
technological developments could impact the economic useful lives and the
residual values of these assets, therefore future depreciation could be revised.
The carrying amounts of plant and equipment as at 31 December 2011, 2012 and
2013 were RM756,329, RM869,396 and RM1,018,346 respectively.
(ii)

Intangible assets other than goodwill is amortised on a straight line method over
the estimated useful life of 40 years. Changes in the expected level of benefits to
be derived from the intangible asset could impact the economic useful life and the
residual value of the intangible asset and therefore, future amortisation charges
may be revised. The carrying amounts of intangible assets, excluding goodwill,
as at 31 December 2011, 2012 and 2013 were RM1,870,000, RM1,820,000 and
RM1,770,000 respectively.
(iii) Allowance for impairment loss on receivables

The management establishes allowance for impairment loss on receivables on a
case-by-case basis when they believe that payment of amounts owed is unlikely
to occur. In establishing these allowances, the management considers its
historical experience and changes to its customers financial position. If the
financial conditions of receivables were to deteriorate, resulting in impairment of
their abilities to make the required payments, additional allowances may be
required. The carrying amounts of trade and other receivables as at 31 December
2011, 2012 and 2013 were RM7,633,062, RM8,544,516 and RM18,702,425
respectively.
(iv) Income taxes
The Group has exposure to income taxes in numerous jurisdictions. Significant
judgement is involved in determining the Groups provision for income taxes. The
Group recognises expected assets and liabilities for tax based on an estimation
of the likely taxes due, which requires significant judgement as to the ultimate tax
determination of certain items. Where the actual liability arising from these issues
differs from these estimates, such differences will have an impact on income tax
and deferred tax provisions in the financial year when such determination is
made. The carrying amounts of current income tax recoverable as at 31
December 2011, 2012 and 2013 were RM28,574, RM74,090 and RM208,557
respectively. The carrying amounts of current income tax payable as at 31
December 2011, 2012 and 2013 were RM398,450, RM375,692 and RM1,275,040
respectively. The carrying amounts of deferred tax liabilities as at 31 December
2011, 2012 and 2013 were RM19,940, RM53,822 and RM49,095 respectively.
A-37
ZICO HOLDINGS INC.

5.
Plant and equipment

Motor
vehicles Computers
RM
RM
Office
equipment
RM
Renovation
RM
Total
RM
2011
Cost
296,786
141,845
377,523
185,608
1,001,762
Additions
Balance at 1.1.2011
9,729
112,622
299,224
421,575
Written off
(2,000)
(7,480)
(52,137)
(61,617)
Currency re-alignment
2,650
10,741
4,682
18,073
Balance at 31.12.2011
296,786
152,224
493,406
437,377
1,379,793
Accumulated depreciation
Balance at 1.1.2011
103,028
118,209
200,807
160,503
582,547
Depreciation for the financial

year
59,358
2,957
55,712
(34,950)
83,077
(2,000)
2,655
(6,655)
7,224
(47,634)
4,250
(56,289)
14,129
Written off
162,386
121,821
257,088
82,169
623,464
Carrying amount
134,400
30,403
236,318
355,208
756,329
2012
Cost
Balance at 1.1.2012
Acquisition of a subsidiary
Additions
Disposals
296,786
131,783
152,224
13,057
67,494
2,115
493,406
40,045
71,438
(24,900)
11,457
437,377
18,800
7,168
1,379,793
71,902
270,715
(24,900)
20,740
428,569
234,890
591,446
463,345
1,718,250
162,386
121,821
257,088
82,169
623,464
81,321
29,420
72,099
(22,199)
54,756
237,596
(22,199)
1,648
6,323
2,022
9,993
243,707
152,889
313,311
138,947
848,854
Carrying amount
184,862
82,001
278,135
324,398
869,396
Balance at 1.1.2012
year
Disposals
A-38
ZICO HOLDINGS INC.

5.

Motor
vehicles Computers
RM
RM
Office
equipment
RM
Renovation
RM
Total
RM
2013
Cost
428,569
234,890
591,446
463,345
1,718,250
Additions
Balance at 1.1.2013
109,037
203,993
175,882
488,912
Written off
(43,613)
(362,649)
(132,936)
(539,198)
4,770
16,324
10,208
31,302
428,569
305,084
449,114
516,499
1,699,266
243,707
152,889
313,311
138,947
848,854
78,477
46,887
(43,613)
64,579
(301,783)
55,803
(87,148)
245,746
(432,544)
Balance at 1.1.2013
year
Written off
3,478
11,147
4,239
18,864
322,184
159,641
87,254
111,841
680,920
Carrying amount
106,385
145,443
361,860
404,658
1,018,346
As at 31 December 2011, 2012 and 2013, the Group has motor vehicles acquired under
finance lease agreements with carrying amounts of RM134,400, RM184,862 and RM106,385
respectively.
For the purpose of consolidated statements of cash flows, the Groups additions to plant and
equipment during the respective financial years were financed as follows:
Additions to plant and equipment
2011
RM
2012
RM
2013
RM
421,575
270,715
488,912
Acquired under finance lease arrangements
Financed by a related party
421,575
154,715
Cash payments to acquire plant and

equipment
A-39
(116,000)
(336,867)
152,045
ZICO HOLDINGS INC.

6.
Intangible assets
Goodwill
RM
Trademark
RM
Total
RM
2011
Cost
Balance at 1.1.2011
Additions
990,275
2
2,000,000
2,990,275
2
990,277
2,000,000
2,990,277
Accumulated amortisation
Balance at 1.1.2011
Amortisation
80,000
50,000
80,000
50,000
130,000
130,000
Carrying amount
990,277
1,870,000
2,860,277
37.5
2012
Cost
Balance at 1.1.2012
Addition
990,277
1,215,861
2,000,000
2,990,277
1,215,861
2,206,138
2,000,000
4,206,138
Balance at 1.1.2012
Amortisation
130,000
50,000
130,000
50,000
180,000
180,000
Carrying amount
2,206,138
1,820,000
4,026,138
36.5
2,206,138
2,000,000
4,206,138
Balance at 1.1.2013
Amortisation
180,000
50,000
180,000
50,000
230,000
230,000
2,206,138
1,770,000
3,976,138
35.5
Remaining useful life at 31.12.2011

2013
Cost
Balance at 1.1.2013 and 31.12.2013
Carrying amount
Balance at 1.1.2013
A-40
ZICO HOLDINGS INC.

6.

Trademark
Trademark pertains to the ZI trademark acquired by the Group from a third party for a
consideration of RM2,400,000 payable by way of installments of RM40,000 per month for five
years (equivalent to RM480,000 per annum) from July 2009.
The trademark is amortised on a straight-line basis over a period of forty years. Amortisation
expense was included in amortisation and depreciation expenses line item of profit or loss.
The cost of the trademark is the present value of payments.
RM
Deferred consideration paid and payable
2,400,000
Less: Future interest charges
(400,000)
Cash price equivalent
2,000,000
Goodwill
Goodwill arising on acquisition of ZICO (Labuan) LLP, ZICO International Corporation, ZICO
Corporate Services Sdn. Bhd. and ZICO Shariah Advisory Services Sdn. Bhd. is attributable
mainly to the potential for the recognition of or the access to additional reserves and the
synergies expected to be achieved from integrating the investees into the Groups existing
business. None of the goodwill recognised is expected to be deductible for income tax
purposes.
Impairment test for goodwill
Goodwill acquired through business combinations was allocated to the Groups cashgenerating unit (CGU) by business units based on the services of the respective entities as
follows:
Advisory and transactional services
A-41
2011
RM
2012
RM
2013
RM
990,277
2,206,138
2,206,138
ZICO HOLDINGS INC.

6.

Impairment test for goodwill (Continued)
The recoverable amount of the CGU has been determined based on value-in-use
calculations using management-approved discounted cash flow projections covering a
period of 5 years and the pre-tax weighted average cost of capital applied to the cash flow
projections for advisory and transactional services is 10.8%. The average revenue growth
rate and average gross margin are based on past performance and the growth rates and
pre-tax weighted average cost of capital used are based on managements best estimate.
The calculation of value-in-use is most sensitive to the following assumptions:
2011
%
2012
%
2013
%
Growth rate
10
10
10
Pre-tax weighted average cost of capital
10.8
10.8
10.8
As at end of the reporting period, the recoverable amount of the cash-generating unit were
determined to be higher than their carrying amount and thus, no impairment loss need to be
recognised. The management believes no reasonably possible change in any of the key
assumptions would cause the carrying amount of the cash-generating unit and related
goodwill to exceed their recoverable amount.
On 2 January 2012, certain Directors of ZICO Malaysia Sdn. Bhd. (ZICO Malaysia)
acquired five ordinary shares, representing 100% equity interest in ZICO Corporate Services
Sdn. Bhd. (ZICO Corporate) (formerly known as ZI Corporate Services Sdn. Bhd. at the
date of acquisition), a private limited company incorporated in Malaysia, from a third party on
trust in favour of ZICO Malaysia. The cash consideration for the acquisition was
RM4,000,000 payable over five years, of which a sum of RM1,120,000 was paid during the
financial year ended 31 December 2013. Annual instalments of RM720,000 is payable from
year 2014 to 2017. The principal activities of ZICO Corporate are those of provision of
corporate secretarial consultancy services, accounting and payroll services.
A-42
ZICO HOLDINGS INC.

6.

Acquisition of a subsidiary (Continued)
The fair values and carrying amounts of the identifiable assets and liabilities of ZICO
Corporate as at the date of acquisition were as follows:
2012
At date of acquisition
Fair value
Carrying amount
RM
RM
Plant and equipment
71,902
71,902
1,297,130
1,297,130
1,732,937
1,732,937
(509,693)
(509,693)
Dividend payable
(585,000)
(585,000)
(11,646)
(11,646)
(39,524)
(39,524)
Net identifiable assets acquired
1,956,106
Goodwill on acquisition
1,215,861
Total purchase consideration
3,171,967
1,956,106
Since the date of its acquisition, ZICO Corporate contributed revenue of RM2,239,417 and
net profit of RM834,554 to the Groups results for the financial year ended 31 December
2012.
The effects of the acquisition of the subsidiary on cash flows are as follows:
2012
RM
Total consideration to be settled in cash
4,000,000
Less: Future interest charges on deferred consideration
(828,033)
3,171,967
Less: Deferred consideration
(3,171,967)
Cash consideration paid in financial year ended 31 December 2012
Less: cash and cash equivalents of subsidiary acquired
1,732,937
Net cash inflow on acquisition
1,732,937
A-43
ZICO HOLDINGS INC.

6.

Incorporation of subsidiaries
ZICO IP Inc.
On 1 March 2012, ZICO Malaysia has incorporated a 100% owned subsidiary, namely ZICO
IP Inc (ZICO IP) in British Virgin Islands under the BVI Business Companies Act, 2004 with
an issued and paid up share capital of US$1 (RM3 equivalent) comprising one share.
PT ZICOlaw Indonesia
On 21 September 2012, ZICO Malaysia has incorporated a subsidiary, namely PT ZICOlaw
Indonesia (ZICO Indonesia) in Indonesia with a proposed paid up share capital of
US$300,000. ZICO Malaysia holds 99% of ZICO Indonesia and 1% is held by a subsidiary
of the Group, ZICO Consultancy Sdn. Bhd. As at 31 December 2013, the Company and the
subsidiary of the Company have not subscribed for or paid the share capital of ZICO
Indonesia. As at 31 December 2012 and 2013, ZICO Indonesia has not commenced
operations.
Disposal of a subsidiary
On 1 October 2012, ZICO Malaysia has disposed off two ordinary shares of RM1 each in
ZICO Competelaw Sdn. Bhd. (ZICO Competelaw) (formerly known as ZICOlaw
Competelaw Sdn. Bhd.), representing 100% equity interest in ZICO Competelaw for RMNil
consideration.
The fair value of the identifiable assets and liabilities of ZICO Competelaw as at the date of
disposal are as follows:
2012
Carrying amount
as at date of disposal
RM
Trade and other payables, representing total identifiable
liabilities
Proceeds on disposal
5,203
5,203
A-44
ZICO HOLDINGS INC.

7.
Associates
Unquoted equity shares, at cost

Share of post-acquisition reserves,
net of dividends received
2011
RM
2012
RM
2013
RM
315,819
400,100
400,100
(273,647)
(165,508)
198,372
42,172
234,592
598,472
The particulars of the associates are as follows:

2011
2012
2013
%
%
%
Name of associates
Country of
Principal
Sunflower Villa Sdn. Bhd.
Malaysia
Management
and
consultancy
services
50
50
50
Goldfield Alliance Sdn.

Bhd.
Malaysia
Investment
holding
50
50
50
ZICOlaw (Thailand)
Limited 1 (formerly known
as Zaid Ibrahim and
Co (Thailand) Ltd)
Thailand
Business
consultant
39
49
49
Note:
1
Audited by BDO, Malaysia for consolidation purposes for the financial year ended 31 December 2013.
On 31 August 2012, a wholly-owned subsidiary of the Company, ZICO Trust Limited acquired
8,000 ordinary shares of Thailand Baht 100 each from third parties for a consideration of
RM84,281. Accordingly, the Groups equity interest in ZICOlaw (Thailand) Limited increased
from 39% to 49%. ZICOlaw (Thailand) Limited remained an associate of the Group.
A-45
ZICO HOLDINGS INC.

7.
Associates (Continued)
The aggregate amounts of assets, liabilities, revenue and profit or loss in the associates are
as follows:
2011
RM
2012
RM
2013
RM
540,206
1,478,148
6,136,019
1,304,025
1,553,095
2,209,974
640,069
732,439
4,904,025
1,514,246
2,158,171
2,585,499
1,349,957
3,052,426
10,828,397
526,315
2,182,480
Assets and liabilities

Current assets
Non-current assets
Current liabilities
Results
Revenue
(Loss)/Profit for the financial year
(406,970)
Share of losses of the associates not recognised amounted to RM112,173, RM17,838 and
RM25,091 as at 31 December 2011, 2012 and 2013 respectively.
8.

2011
RM
2012
RM
2013
RM
5,072,535
6,832,049
10,049,904
3,565
713,413
273
4,626
5,113,322
Trade receivables
third parties
associates
related parties
Allowance for impairment loss
(207,566)
(388,037)
(2,247,464)
4,865,242
6,452,203
13,629,175
third parties
576,456
515,875
234,979
associates
586,715
1,130,016
2,469,568
1,344,679
195,270
1,504,650
702,090
2,507,850
1,841,161
4,911,287
259,970
251,152
161,963
7,633,062
8,544,516
18,702,425
Non-trade receivables
related parties
shareholder of an associate
Deposits
A-46
ZICO HOLDINGS INC.

8.
Trade and other receivables (Continued)

Trade receivables are unsecured, non-interest bearing and generally on 14 to 60 days credit
terms.
As at 31 December 2011, 2012 and 2013, the non-trade amounts due from associates and
related parties represent advances for operating activities which are unsecured, non-interest
bearing, repayable on demand and expected to be settled in cash, except for a non-trade
amount due from associates of RM359,124, RM634,460 and RM1,172,829 respectively for
the financial years ended 31 December 2011, 2012 and 2013, which is subject to interest at
6% per annum.
As at 31 December 2013, the non-trade amount due from a shareholder of an associate
represents income from the shareholder, which is unsecured, non-interest bearing,
repayable on demand and expected to be settled in cash.
Deposits mainly relate to the rental deposits of premises.
Movements in allowance for impairment loss on doubtful trade receivables were as follows:
Balance at beginning of financial year

Allowance written back during the financial
year
2011
RM
2012
RM
246,894
207,566
388,037
151,951
(39,328)
2013
RM
(26,406)
(9,402)
Bad debts written off against allowance
(46,090)
Impairment loss recognised during the

financial year
101,016
1,445,933
Set-off against payables
398,320
24,576
207,566
388,037
2,247,464
Balance at end of financial year
Allowances for impairment loss on doubtful trade receivables are made in respect of
estimated irrecoverable amounts subsequent to debt recovery assessment made by the
management by reference to past default experience.
During the financial years ended 31 December 2011, 2012 and 2013, allowance written back
of RM39,328, RM26,406 and RM9,402 respectively were recognised in profit or loss when
the related trade receivables were recovered.
A-47
ZICO HOLDINGS INC.

8.
Trade and other receivables (Continued)

The currency profiles of trade and other receivables as at the end of the respective reporting
periods are as follows:
2011
RM
2012
RM
2013
RM
Ringgit Malaysia
2,139,853
2,900,582
8,105,941
Singapore dollar
3,429,854
3,177,550
5,402,369
1,410,924
2,063,355
2,466,384
3,783,191
7,633,062
8,544,516
18,702,425
2011
RM
2012
RM
2013
RM
2,871,975
6,442,907
3,301,498
Cash and bank balances
941,506
2,208,260
3,473,240
Fixed deposits with bank
1,243,863
1,746,413
3,813,481
9,895,030
8,521,151
Thai Baht
United States dollar
9.
Held in trust for clients for payment to

authorities
Cash and cash equivalents on the

consolidated statements of financial
position
Fixed deposits pledged
Fixed deposits with maturity more than 90
days
Monies held in trust for stakeholders
consolidated statements of cash flows
(1,167,435)
(52,199)
(53,717)
(53,717)
(2,871,975)
(6,442,907)
(3,301,498)
3,398,406
3,998,501
889,307
Fixed deposits are placed for an average period of 30 to 365 days and bear effective interest
rates of 3% and 3.02% to 4.5% per annum respectively for the financial years ended 31
December 2012 and 2013.
As at 31 December 2013, fixed deposit of the Group amounting to RM1,167,435 is pledged
to banks for bankers guarantee and facilities granted to the Group.
A-48
ZICO HOLDINGS INC.

9.
Cash and cash equivalents (Continued)

The currency profiles of cash and cash equivalents on the consolidated statements of
financial position as at the end of the respective reporting periods are as follows:
2011
RM
2012
RM
2013
RM
Ringgit Malaysia
2,631,916
4,462,183
4,866,409
Singapore dollar
538,937
587,497
1,924,867
636,009
4,838,855
1,721,565
6,619
6,495
8,310
3,813,481
9,895,030
8,521,151
Others
10. Share capital

Number of
ordinary shares
RM
Issued and fully paid:

At 1 January 2011, 31 December 2011 and
31 December 2012
At 31 December 2013
3,000
9,458
997,000
3,271,655
1,000,000
3,281,113
The holders of ordinary shares are entitled to receive dividends as and when declared by the
Company. All ordinary shares have no par value and carry one vote per share without
restriction.
On 1 November 2013, the Company issued 997,000 new ordinary shares amounting to
RM3,271,655 by way of bonus issue.
11.
Reserves
The foreign currency translation account comprises all foreign exchange differences arising
from the translation of the financial statements of the Company and certain foreign
operations whose functional currencies are different from that of the Groups presentation
currency and is non-distributable.
Movement in the foreign currency translation account is set out in the consolidated
statements of changes in equity.
A-49
ZICO HOLDINGS INC.

11.
Reserves (Continued)
Retained earnings
During the financial year ended 31 December 2013, the Company issued 231,732 preference
shares, which are automatically redeemable at certain redemption dates, at a value of
US$0.0001 per preference share. The redeemable preference shares were fully redeemed
as at 31 December 2013 at the redemption price of US$1 per preference share. The premium
paid upon redemption was recognised as a deduction from retained earnings.
12. Interest bearing liabilities

2011
RM
2012
RM
2013
RM
76,522
98,805
47,506
53,610
74,139
53,110
2,412,700
53,610
74,139
2,465,810
130,132
172,944
2,513,316
Finance lease payables
Current liabilities
Revolving credit facilities (RCF) loan
Total
The RCF loan is repayable on demand.

The RCF loan is arranged at floating rates, thus exposing the Company to cash flow interest
rate risk. It bears effective interest of 2.38% per annum for the financial year ended 31
December 2013.
The RCF loan is secured by a charge on fixed deposit of RM1,167,435 placed with bank in
the name of the ZICOlaw Singapore Pte. Ltd.
As at 31 December 2013, the Group has banking facility amounting to RM2,853,730 of which
RM2,412,700 has been utilised as at that date.
The RCF loan is denominated in Singapore dollar.
A-50
ZICO HOLDINGS INC.

12. Interest bearing liabilities (Continued)
Minimum
lease
payments
RM
Future
finance
charges
RM
Present
value of
minimum
lease
payments
RM
2011
Current liabilities
Not later than one financial year
56,866
(3,256)
53,610
Later than one financial year but not later
than five financial years
83,070
(6,548)
76,522
139,936
(9,804)
130,132
77,668
(3,529)
74,139
106,533
(7,728)
98,805
184,201
(11,257)
172,944
2013
Current liabilities
56,639
(3,529)
53,110
51,705
(4,199)
47,506
108,344
(7,728)
100,616
2012
Current liabilities
The finance lease term is 5 years and the effective interest rate for the finance lease
obligations is 6.14%, 5.36% and 4.93% respectively per annum for the financial years ended
31 December 2011, 2012 and 2013.
As at the end of the respective reporting periods, the fair values of the Groups finance lease
payables approximate their carrying amounts. All finance leases are on a fixed repayment
basis and no arrangements have been entered into for contingent rental payments.
The Groups obligations under finance leases are secured by the lessors title to the leased
assets, which will revert to the lessors in the event of default by the Group.
The currency profile of finance lease payables as at the end of the respective reporting
periods is Ringgit Malaysia.
A-51
ZICO HOLDINGS INC.

13. Trade and other payables
2011
RM
2012
RM
2013
RM
2,242,401
2,323,820
3,384,797
third parties
3,393,150
7,877,029
4,280,567
related parties
1,890,148
3,421,601
4,590,314
1,354,747
12,438
68,192
1,168,223
5,295,736
11,366,822
11,393,851
Accrued expenses
275,293
557,404
654,246
Deferred revenue
559,487
834,979
730,556
8,372,917
15,083,025
16,163,450
679,394
2,700,029
1,907,839
9,052,311
17,783,054
18,071,289
Current
Trade payables third parties
Non-trade payables
shareholders
a Director
Non-current
Non-trade payables
third parties
Trade payables are unsecured, non-interest bearing and are normally settled within 60 days
terms.
Non-trade payables due to related parties, shareholders and a Director are unsecured,
non-interest bearing, repayable on demand and expected to be settled in cash.
The non-current portion of other payables of RM2,465,139 and RM1,907,839 for the financial
years ended 31 December 2012 and 2013 respectively and current-portion of other payables
of RM557,301 as at 31 December 2013 relate to amount due to an individual for the
acquisition of a subsidiary by ZICO Malaysia Sdn. Bhd. in the financial year ended 31
December 2012.
The non-current portion of other payables of RM679,394 and RM234,890 for the financial
years ended 31 December 2011 and 2012 respectively relates to amount due to a third party
for the purchase of the ZI trademark.
A-52
ZICO HOLDINGS INC.

13. Trade and other payables (Continued)
The currency profiles of trade and other payables as at the end of the respective reporting
periods are as follows:
2011
RM
2012
RM
2013
RM
Ringgit Malaysia
5,516,505
9,697,140
9,743,442
Singapore dollar
1,021,982
1,096,591
2,238,417
2,507,205
6,982,828
6,081,120
6,619
6,495
8,310
9,052,311
17,783,054
18,071,289
2011
RM
2012
RM
2013
RM
3,317
19,940
53,822
11,646
16,526
21,501
97
735
1,439
19,940
53,822
49,095
Others
14. Deferred tax liabilities

Charged/(Credited) to profit or loss
(6,166)
Deferred tax liabilities arise as a result of the following temporary differences computed at
the respective countries statutory income tax rate in which the Group operates:
Accelerated tax depreciation
2011
RM
2012
RM
2013
RM
19,940
53,822
49,095
2011
RM
2012
RM
2013
RM
8,901,016
12,583,336
14,002,527
5,216,965
8,901,016
12,583,336
19,219,492
15. Revenue
Services rendered
Royalty income
A-53
ZICO HOLDINGS INC.

16. Other income
2011
RM
Bad debts recovered
Rental of cars
Income from a shareholder of associate
Disbursement income
Foreign exchange gain, net
Non-refundable unutilised disbursements
Others
2012
RM
2013
RM
39,328
40,080
9,422
149,614
22,035
26,406
88,800
978,145
9,999
5,203
63,074
64,090
9,402
29,840
88,800
702,090
227,215
52,703
852,768
13,869
260,479
1,235,717
1,976,687
2011
RM
2012
RM
2013
RM
1,720,625
3,215,817
3,526,759
119,303
211,379
234,717
1,839,928
3,427,196
3,761,476
17. Employee benefits expense
Salaries, wages, bonuses and other staff

benefits
Contributions to defined contribution plans
Included in the employee benefits expense were the remuneration of Directors of the
Company and key management personnel of the Group as set out in Note 23 to the
consolidated financial statements.
18. Finance costs
2011
RM
Interest expense on bank overdraft
2012
RM
2013
RM
601
9,551
10,031
3,529
209,350
203,822
intangible asset
96,625
67,191
35,497
RCF loan charges
33,316
106,777
286,572
276,164
Interest expense on finance lease payables

Notional finance costs on deferred
consideration on acquisition of:
a subsidiary
A-54
ZICO HOLDINGS INC.

19. Profit before income tax
In addition to the charges and credits disclosed elsewhere in the notes to the consolidated
financial statements, the above includes the following charges:
2011
2012
2013
RM
RM
RM

50,000
50,000
50,000
83,077
237,596
245,746
rental of office spaces
405,165
517,995
642,374
rental of accommodation
149,733
152,550
127,450
56,979
20,713
95,061
101,016
1,445,933
29,032
342,119
269,864
88,808

Operating lease expenses
Upkeep of office and maintenance expenses

Other expenses
trade receivables
Foreign exchange loss/(gain), net
73,614

A-55
(180,638)
101,643
5,328
106,654
58,201
ZICO HOLDINGS INC.

20. Income tax expense
Current income tax

current financial year
(over)/under-provision in prior financial years
Deferred tax
current financial year
over-provision in prior financial years
Total income tax expense recognised in profit or
loss
2011
RM
2012
RM
2013
RM
404,046
(63)
403,983
666,370
3,665
670,035
1,384,794
(703)
1,384,091
16,677
(151)
16,526
21,501
21,501
3,977
(10,143)
(6,166)
420,509
691,536
1,377,925
2011
RM
5,303,263
2012
RM
7,046,139
2013
RM
12,982,129
Reconciliation of effective income tax rate

Add/(Less): Share of results of associates, net
of tax
Income tax calculated at Federal Territory of

Labuans domestic statutory income tax rate
of Nil%
Effect of different tax rate in other countries
Tax saving on the first RM500,000 at 20% tax
rate
Tax effect of income not subject to income tax
Tax effect of non-deductible expenses for
income tax purposes
Deferred tax assets not recognised
(Over)/Under-provision of current income tax in
prior financial years
Over-provision of deferred tax in prior financial
years
Singapores statutory stepped income exemption
Utilisation of previously unrecognised deferred
tax assets
Withholding tax
Others
38,422
(158,139)
(1,077,435)
5,341,685
6,888,000
11,904,694
415,395
767,802
343,663
(609)
84,265
9,699
(63)
(30,403)
(28,515)
142,823
3,665
(3,049)
467,395
(703)
(151)
(82,790)
(138,527)
(10,143)
(141,322)
(5,237)
(7,047)
(18,262)
(6,807)
724,191
4,700
420,509
691,536
1,377,925
In accordance with the Labuan Business Activity Tax Act, 1990, the Company is carrying on
an offshore business activity which is an offshore non-trading activity for the basis period for
a year of assessment and therefore shall not be charged to tax for that year of assessment.
A-56
ZICO HOLDINGS INC.

20. Income tax expense (Continued)
Unrecognised deferred tax assets

Amount not recognised during financial year
Utilisation of previously unrecognised
amount
2011
RM
2012
RM
2013
RM
12,930
22,629
15,582
9,699
22,629
(7,047)
(6,807)
15,582
8,775
Unrecognised deferred tax assets are attributable to the following temporary differences:
Unutilised tax losses

Unabsorbed capital allowances
2011
RM
2012
RM
2013
RM
1,025
1,025
1,025
21,604
14,557
7,750
22,629
15,582
8,775
These deferred tax assets have not been recognised as it is uncertain whether future taxable
profits will be available against which the Group can utilise these benefits. Accordingly, these
deferred tax assets have not been recognised in the financial statements in accordance with
the accounting policy in Note 3.17 to the consolidated financial statements.
21. Dividends
2011
RM
2012
RM
2013
RM
Interim tax-exempt dividends paid of:

RM1,586.76 per ordinary share in
respect of the financial year ended
31 December 2011
4,760,275
RM2,200.00 per ordinary share in

31 December 2012
6,600,000
RM5.50 per ordinary share in

31 December 2013
5,500,000
4,760,275
6,600,000
5,500,000
A-57
ZICO HOLDINGS INC.

22. Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit for the financial years attributable
to owners of the parent by the weighted average number of ordinary shares during the
respective financial years.

(RM)
Weighted average number of ordinary
shares during the financial year applicable
to basic earnings per share
Basic earnings per share (RM)
2011
2012
2013
4,882,754
6,354,603
11,604,204
3,000
3,000
1,000,000
1,627.58
2,118.20
11.60
Diluted earnings per share

Diluted earnings per share for the relevant periods are the same as the basic earnings per
share as the Group does not have any dilutive options for the relevant periods.
The calculations for earnings per share based on pre-placement share capital for the
relevant periods is based on the profit attributable to owners of the parent for the financial
years ended 31 December 2011, 2012 and 2013 on the assumption that pre-placement share
capital of 219,078,800 are in issue as at the date of the Offer Document.
23. Significant related party transactions
For the purpose of these financial statements, parties are considered to be related to the
Group if the Group has the ability, directly or indirectly, to control the party or exercise
significant influence over the party in making financial and operating decisions, or vice versa,
or where the Group and the party are subject to common control or common significant
influence. Related parties may be individuals or other entities.
A-58
ZICO HOLDINGS INC.

23. Significant related party transactions (Continued)
In addition to the related party information disclosed elsewhere in the financial statements,
the following were significant related party transactions at rates and terms agreed between
the Group with its related parties during the financial years ended 31 December 2011, 2012
and 2013:
2011
RM
With related parties
Payment on behalf for purchase of plant
and equipment
Rental expense
Rental income from motor vehicles
Royalty income
Services rendered
2012
RM
40,080
1,679
With associates
Acquisition of additional interest in associate
Corporate guarantee given for banking
facilities utilised by associate
Dividend income
Interest income on advances to associate
Services rendered
Royalty income
(1,076,699)
40,000
4,624
2,839
48,000
88,800
1,745
2013
RM
336,867
72,000
88,800
4,087,255
1,003,531
(210,703)
(1,046,850)
50,000
34,173
(1,021,426)
39,000
68,918
707,123
Compensation of key management personnel

Key management personnel are directors of the Company and subsidiaries and those
persons having authority and responsibility for planning, directing and controlling the
activities of the Group, directly, or indirectly.
The remuneration of directors of the Company and subsidiaries and key management
personnel of the Group during the financial years ended 31 December 2011, 2012 and 2013
were as follows:
2011
RM
Director of the Company
Short-term employee benefits
Post-employment benefits
A-59
2012
RM
2013
RM
686,437
981,248
1,176,753
179,628
21,276
601,940
53,127
549,344
51,762
887,341
1,636,315
1,777,859
ZICO HOLDINGS INC.

24. Operating lease commitments
The Group as lessee
The Group leases office spaces and accommodation under non-cancellable operating
leases. The operating lease commitments are based on existing rental rates. The leases
have lease term range from 2 to 5 years and rentals are fixed during the lease term.
As at the end of the respective reporting periods, the future minimum lease payable under
non-cancellable operating leases contracted for but not recognised as liabilities were as
follows:
2011
RM
Within one financial year
After one financial year but within five
financial years
After five financial years
2012
RM
2013
RM
736,865
777,098
704,239
786,243
93,224
356,604
707,850
1,616,332
1,133,702
1,412,089
25. Segment information

Management has determined the operating segment based on the reports reviewed by the
chief operating decision maker. For management purposes, the Group is organised into
business units based on its services, and has two reportable operating segments as follows:
(i)
Advisory and transactional services; and
(ii)
Licensing.
Management monitors the operating results of the segment separately for the purposes of
making decisions about resources to be allocated and of assessing performance. Segment
performance is evaluated based on operating profit or loss which is similar to the accounting
profit or loss.
The accounting policies of the operating segments are the same of those described in the
summary of significant accounting policies. There is no asymmetrical allocation to reportable
segments. Management evaluates performance on the basis of profit or loss from operation
before tax expense not including non-recurring gains and losses.
There is no change from prior periods in the measurement methods used to determine
reported segment profit or loss.
Segment results include items directly attributable to a segment as well as those that can be
allocated on a reasonable basis.
Segment assets comprise primarily of plant and equipment, intangible assets, operating
receivables, cash and cash equivalents and exclude tax recoverable. Segment liabilities
comprise operating liabilities and exclude tax liabilities.
A-60
ZICO HOLDINGS INC.

25. Segment information (Continued)
Segment capital expenditure is the total cost incurred during the financial year to acquire
segment assets that are expected to be used for more than one financial year.
Advisory
and
transactional
services
RM
Business segment
Licensing
RM
Total
RM
2011
Revenue
External revenue
8,901,016
8,901,016
Results
Segment results
Interest income
Finance costs
5,398,900
11,140
(106,777)
5,398,900
11,140
(106,777)
5,303,263
5,303,263
Income tax expense
(420,509)
4,882,754
Non-cash items
50,000
29,032
83,077
5,328
50,000
29,032
83,077
5,328
(39,328)
(39,328)
Capital expenditure
Plant and equipment
421,575
421,575
15,207,068
15,207,068
9,182,443
9,182,443

Segment assets
Segment liabilities
Unallocated liabilities
398,450
19,940
9,600,833
A-61
ZICO HOLDINGS INC.

Business segment
2012
Revenue
External revenue
Advisory
and
transactional
services
RM
Licensing
RM
Total
RM
12,583,336
12,583,336
Results
Segment results
Interest income
Finance costs
7,227,864
104,847
(286,572)
7,227,864
104,847
(286,572)
7,046,139
7,046,139
Income tax expense
(691,536)
6,354,603
Non-cash items
trade receivables
101,016
50,000
342,119
237,596
(5,203)
(9,999)
101,016
50,000
342,119
237,596
(5,203)
(9,999)
(26,406)
(26,406)
270,715
270,715

Segment assets
23,711,279
23,711,279
Segment liabilities
17,955,998
17,955,998
Capital expenditure
Plant and equipment
375,692
53,822
18,385,512
A-62
ZICO HOLDINGS INC.

Business segment
2013
Revenue
External revenue
Advisory
and
transactional
services
RM
Licensing
RM
Total
RM
14,002,527
5,216,965
19,219,492
Results
Segment results
Interest income
Finance costs
7,927,900
113,428
(276,164)
5,216,965
13,144,865
113,428
(276,164)
7,765,164
5,216,965
12,982,129
Income tax expense
(1,377,925)
11,604,204
Non-cash items
trade receivables
Bad trade receivables recovered
Capital expenditure
Plant and equipment
1,445,933
50,000
(29,840)
269,864
245,746
88,808
106,654
58,201
1,445,933
50,000
(29,840)
269,864
245,746
88,808
106,654
58,201
(9,402)
(9,402)
488,912
488,912

Segment assets
26,758,434
6,318,003
33,076,437
Segment liabilities
19,248,992
1,335,613
20,584,605
1,275,040
49,095
21,908,740
A-63
ZICO HOLDINGS INC.

Geographical Information
Revenue is based on the country in which the customer is located. Non-current assets
comprise primarily of plant and equipment, intangible assets and associates. Non-current
assets are shown by the geographical area in which the assets are located.
Singapore
RM
Malaysia
RM
Others
RM
Total
RM
1,749,454
2,634,192
4,517,370
8,901,016
448,401
3,210,377
3,658,778
2,118,962
4,703,145
5,761,229
12,583,336
408,369
4,321,758
399,999
5,130,126
2,926,114
10,462,418
5,830,960
19,219,492
237,788
4,955,169
399,999
5,592,956
2011
Total revenue from external
customers
Non-current assets
2012
customers
Non-current assets
2013
customers
Non-current assets
Major customer
The revenue of the Group is mainly derived from the customers which are mainly
corporations, both domestic and multinationals. Due to the diverse base of customers to
whom the Group renders services in each of the reporting period, the Group is not reliant on
any customer for its sales and no one single customer accounted for 10% or more of the
Groups total revenue for the financial years ended 31 December 2011, 2012 and 2013,
except for customer 1, customer 2 and customer 3 which accounted for RM1.0 million or
11.3%, RM1.7 million or 13.2% and RM4.0 million or 20.8% respectively of the Groups total
revenue for the financial years ended 31 December 2011, 2012 and 2013 respectively.
A-64
ZICO HOLDINGS INC.

26. Financial instruments, financial risks and capital management
The Groups activities expose it to credit risks, market risks (including foreign exchange risk
and interest rate risk) and liquidity risks arising in the ordinary course of business. The
Groups overall risk management strategy seeks to minimise adverse effects from the
volatility of financial markets on the Groups financial performance.
The Board of Directors is responsible for setting the objectives and underlying principles of
financial risk management for the Group. The management then establishes the detailed
policies such as risk identification and measurement, exposure limits and hedging strategies,
in accordance with the objectives and underlying principles approved by the Board of
Directors.
The Group does not hold or issue derivative financial instruments for trading purposes or to
hedge against fluctuations, if any, in interest rates and foreign exchange rates.
There has been no change to the Groups exposure to these financial risks or the manner in
which it manages and measures the risk. If necessary, market risk exposures are measured
using sensitivity analysis indicated below.
26.1 Credit risks
Credit risks refer to the risk that counterparty will default on its contractual obligations
resulting in a loss to the Group. The Group has adopted a policy of only dealing with
creditworthy counterparties as a means of mitigating the risk of financial loss from
defaults. The Group performs ongoing credit evaluation of its counterparties financial
condition and generally does not require collaterals.
The Group does not have any significant credit exposure to any single counterparty or
any group of counterparties having similar characteristics, except for the amounts due
from associates and related parties which comprised 25.3%, 15.6% and 52.4% of the
total trade and other receivables as at 31 December 2011, 2012 and 2013,
respectively. The Directors are of the opinion that the amounts are fully recoverable.
The carrying amounts of financial assets recorded in the financial statements, grossed
up for any allowances for impairment losses, represents the Groups maximum
exposure to credit risks.
The Groups major classes of financial assets are trade and other receivables and
cash and cash equivalents.
Trade receivables that are neither past due nor impaired are substantially companies
with good collection track record with the Group.
A-65
ZICO HOLDINGS INC.

26. Financial instruments, financial risks and capital management (Continued)
26.1 Credit risks (Continued)
Bank deposits are mainly deposits with reputable banks with minimum risk of default.
As at the end of the respective reporting periods, the age analysis of trade receivables
past due but not impaired is as follows:
2011
RM
2012
RM
2013
RM
Past due less than 1 month
969,328
1,068,616
2,822,756
Past due 1 to 2 months
176,674
322,257
587,323
207,553
303,662
291,278
146,663
633,580
452,913
Past due over 4 months
1,372,805
1,752,036
1,438,767
26.2 Market risks

Foreign currency risks
The Group incurs foreign currency risk on transactions and balances that are
denominated in currencies other than the functional currency of entities within the
Group. The Group transacts business in various foreign currencies and therefore is
exposed to foreign exchange risk mainly from Singapore dollar, Thai Baht and United
States dollar transactions.
As at the end of the respective reporting periods, the carrying amounts of monetary
assets and monetary liabilities denominated in currencies other than the respective
functional currency of entities within the Group are as follows:
2011
RM
2012
RM
2013
RM
Assets
Singapore dollar
80,245
99,343
Thai Baht
1,410,924
2,704,975
7,306,939
4,835,564
2,507,205
6,982,828
4,726,374

Liabilities
A-66
ZICO HOLDINGS INC.

26.2 Market risks (Continued)
Foreign currency risks (Continued)
The Group has investments in foreign subsidiaries, whose net assets are exposed to
currency translation risk. The Group does not currently designate its foreign currency
denominated debt as a hedging instrument for the purpose of hedging the translation
of its foreign operations.
Exposure to foreign currency risk is monitored on an ongoing basis in accordance with
the Groups risk management policies to ensure that the net exposure is at an
acceptable level.
Foreign currency sensitivity analysis
The following table details the sensitivity to a 10% increase and decrease in the
relevant foreign currencies against the functional currency of entities within the Group.
The sensitivity rate of 10% is used when reporting foreign currency risk internally to
key management personnel and represents the managements assessment of the
possible change in foreign exchange rates.
The sensitivity analysis includes only outstanding foreign currency denominated
monetary items and adjusts their translation at the end of the respective reporting
periods for a 10% change in foreign currency rates.
The sensitivity analysis assumes an instantaneous 10% change in the foreign
currency exchange rates from the end of the respective reporting periods, with all
other variables held constant. The results of the model are also constrained by the fact
that only monetary items, which are denominated in Singapore dollar, Thai Baht and
United States dollar, are included in the analysis. Consequentially, reported changes
in the values of some of the financial instruments impacting the results of the
sensitivity analysis are not matched with the offsetting changes in the values of certain
excluded items that those instruments are designed to finance or hedge.
A-67
ZICO HOLDINGS INC.

Foreign currency sensitivity analysis (Continued)
Profit or loss
2012
RM
2011
RM
2013
RM
Singapore dollar
Strengthens against Singapore dollar
8,025
9,934
Weakens against Singapore dollar
(8,025)
(9,934)
Thai Baht
141,092
(141,092)
19,777
32,411
10,919
(19,777)
(32,411)
(10,919)

Interest rate risks

The Groups exposure to market risks for changes in interest rates relates primarily to
interest-bearing borrowings as set out in Note 12 to the consolidated financial
statements.
The Groups results are affected by changes in interest rates due to the impact of such
changes on interest income and expenses from time deposit and interest-bearing
borrowings which are floating interest rates. It is the Groups policy to obtain quotes
from reputable banks to ensure that the most favourable rates are made available to
the Group.
A-68
ZICO HOLDINGS INC.

Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to interest
rate risks for financial liabilities at the end of the reporting period. For floating
liabilities, the analysis is prepared assuming the amount of liability outstanding at the
end of the reporting period was outstanding for the whole year. The sensitivity analysis
assumes an instantaneous 0.5% change in the interest rates from the end of the
reporting period, with all variables held constant.
If the interest rate increases or decreases by 0.5%, profit or loss of the Group will
decrease or increase by:
RCF loan
2011
RM
Profit or loss
2012
RM
2013
RM
12,064
26.3 Liquidity risks

Liquidity risks refer to the risks in which the Group encounters difficulties in meeting
its short-term obligations. Liquidity risks are managed by matching the payment and
receipt cycle.
The Group actively manages its operating cash flows so as to ensure that all payment
needs are met. As part of its overall prudent liquidity management, the Group
minimises liquidity risk by ensuring the availability of funding through an adequate
amount of committed credit facilities from financial institutions and maintain sufficient
levels of cash to meet its working capital requirements.
Contractual maturity analysis
The following tables detail the Groups remaining contractual maturity for its nonderivative financial instruments. The tables have been drawn up based on
undiscounted cash flows of financial instruments based on the earlier of the
contractual date or when the Group is expected to receive or pay.
A-69
ZICO HOLDINGS INC.

26.3 Liquidity risks (Continued)
Contractual maturity analysis (Continued)
Within one
financial
year
RM
After one
financial
year but
within five
financial
years
RM
7,633,062
7,633,062
3,813,481
3,813,481
11,446,543
11,446,543
7,813,430
679,394
8,492,824
56,866
83,070
139,936
Total undiscounted financial liabilities
7,870,296
762,464
8,632,760
Total net undiscounted financial

assets/(liabilities)
3,576,247
(762,464)
2,813,783
Total
RM
2011
Financial assets
Total undiscounted financial assets

Financial liabilities
2012
Financial assets
8,544,516
8,544,516
9,895,030
9,895,030
18,439,546
18,439,546
14,248,046
2,700,029
16,948,075
77,668
106,533
184,201
14,325,714
2,806,562
17,132,276
(2,806,562)
1,307,270

4,113,832
A-70
ZICO HOLDINGS INC.

26.3 Liquidity risks (Continued)
Contractual maturity analysis (Continued)
Within one
financial
year
RM
After one
financial
year but
within five
financial
years
RM
18,702,425
18,702,425
8,521,151
8,521,151
27,223,576
27,223,576
15,432,894
1,907,839
17,340,733
2,470,121
2,470,121
56,639
51,705
108,344
17,959,654
1,959,544
19,919,198
9,263,922
(1,959,544)
7,304,378
Total
RM
2013
Financial assets

Bank borrowing
26.4 Capital management policies and objectives

The Group manages capital to ensure that the Group is able to continue as a going
concern and maintain an optimal capital structure so as to maximise shareholders
value.
The management reviews the capital structure to ensure that the Group is able to
service any debt obligations (including principal repayment and interest) based on its
operating cash flows. Upon review, the Group will balance its overall capital structure
through new share issues and the issue of new debt or the redemption of existing debt,
if necessary. The Groups overall strategy remains unchanged during the financial
years ended 31 December 2011, 2012 and 2013.
A-71
ZICO HOLDINGS INC.

26.4 Capital management policies and objectives (Continued)
The Group monitors capital based on gearing ratio of total liabilities to tangible
networth, which is total liabilities divided by tangible networth. The Groups total
liabilities include trade and other payables, bank borrowing and finance lease
payables. Tangible networth comprises net assets less intangible assets.
2011
RM
2012
RM
2013
RM
9,052,311
17,783,054
18,071,289
130,132
172,944
2,513,316
Total liabilities
9,182,443
17,955,998
20,584,605
Net assets
5,606,235
5,325,767
11,167,697
(2,860,277)
(4,026,138)
(3,976,138)
2,745,958
1,299,629
7,191,559
3.3
13.8
2.9
Less: Intangible assets

Tangible networth
Gearing ratio (times)
The Group has no externally imposed capital requirements for the financial years
ended 31 December 2011, 2012 and 2013.
26.5 Fair values of financial assets and financial liabilities
The fair values of financial assets and financial liabilities are determined as follows:
the fair values of financial assets and financial liabilities with standard terms and
conditions and traded on active liquid markets are determined with reference to
quoted market prices; and
the fair values of other financial assets and financial liabilities (excluding
derivative instruments) are determined in accordance with generally accepted
pricing models based on discounted cash flow analysis.
The management considers that the carrying amounts of the financial assets and
financial liabilities recorded at amortised cost in the financial statements approximate
their fair values.
A-72
ZICO HOLDINGS INC.

26.5 Fair values of financial assets and financial liabilities (Continued)
Fair value hierarchy
The Group classifies fair value measurements using a fair value hierarchy that reflects
the significance of the inputs used in making the measurements. The fair value
hierarchy has the following levels:
Level 1 quoted prices (unadjusted) in active markets for identical assets or

liabilities;
Level 2 inputs other than quoted prices included within Level 1 that are
observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e.
derived from prices); and
Level 3 inputs for the asset or liability that are not based on observable market
data (unobservable inputs).
Fair value of financial instruments that are not carried at fair value
The carrying amounts of the current financial assets and current financial liabilities
that are not carried at fair value approximate their respective fair values as at the end
of the reporting period due to the relatively short-term maturity of these financial
instruments.
The fair values of non-current financial liabilities that are not carried at fair value in
relation to finance lease payables and other payables are disclosed in Notes 12 and
13 to the consolidated financial statements respectively which have been determined
using discounted cash flow pricing models and are considered level 3 recurring fair
value measurements. Significant inputs to the valuation include adjustments to the
discount rate for credit risk associated with the Group.
26.6 Categories of financial instruments
The following table sets out the financial instruments as at the end of the respective
reporting periods:
Financial assets
Other financial liabilities, at amortised
cost
A-73
2011
RM
2012
RM
2013
RM
11,446,543
18,439,546
27,223,576
8,622,956
17,121,019
19,854,049
ZICO HOLDINGS INC.

27. Contingent liabilities
Corporate guarantee in favour of a bank for

bank facilities utilised by an associate,
2011
RM
2012
RM
2013
RM
1,076,699
1,046,850
1,021,426
The Directors are of the view that it is unlikely that the financial institutions will call upon the
corporate guarantees in view of the financial strength of the associates.
28. Subsequent events
28.1 On 1 January 2014, a wholly-owned subsidiary of ZICO Malaysia, ZICO Consultancy
Sdn. Bhd. (ZICOCSB) has acquired computer software and hardware of
RM1,682,962 and RM1,220,807 respectively from a related party.
28.2 On 14 January 2014, ZICO Consultancy Limited (ZICOCL), a wholly-owned
subsidiary of ZICO Malaysia has subscribed 127,500 ordinary shares at the value of
S$127,500 (RM322,770 equivalent) in Allshores Trust (Singapore) Pte. Ltd. (ASL), a
private limited company incorporated in Singapore, with an issued and paid-up share
capital of S$250,000 (RM655,700 equivalent) comprising of 250,000 ordinary shares.
Upon completion of subscription, ASL became a 51% owned subsidiary of ZICO
Malaysia.
On 23 April 2014, ZICOCL subscribed an additional 25,500 shares at S$25,500
(RM64,559 equivalent) in the enlarged share capital of ASL of S$300,000 (RM756,495
equivalent) comprising of 300,000 ordinary shares. ASL remained a 51% owned
subsidiary of the ZICO Malaysia.
28.3 On 8 March 2014, ZICO Malaysia executed several Master Service Agreements with
subsidiaries of the Company, related parties and third parties who are members of the
ZICOlaw Network to set out an agreed framework for the provision of support services
by ZICO Malaysia to members of the ZICOlaw Network from 1 January 2014.
28.4 On 31 March 2014, the Company resolved to dispose all of its interests in ZICOlaw
Singapore for an aggregate cash consideration of S$970,316, being a sum equal to
the value of the unaudited net tangible assets of ZICOlaw Singapore as at 31 March
2014, to ZICOlaw Partners Sdn Bhd. Pursuant thereto, the Company terminated the
trust arrangement with Chew Seng Kok and Robert Liew, thus enabling them to
transfer their legal interests in ZICOlaw Singapore to ZICOlaw Partners Sdn Bhd,
subject to the fulfilment of all regulatory requirements.
A-74
ZICO HOLDINGS INC.

28. Subsequent events (Continued)
28.5 On 9 April 2014, ZICO Malaysia has acquired 2,124 shares of 10,000 Burmese kyats
(RM53.86 equivalent) per share of ZICOlaw Myanmar Limited, a company
incorporated in Myanmar, from certain Directors of the Company for a total
consideration of RM162,179. The principal activities of ZICOlaw Myanmar Limited are
to conduct administrative and law consultancy services.
28.6 On 24 April 2014, ZICO IP executed intellectual property licence agreements with
certain related companies, related parties and third parties who are member firms of
ZICOlaw network to grant them rights to use the licensors trademark for a period of
ten years from 1 January 2013.
28.7 On 29 April 2014, ZICO Trust Limited (ZICOTL), a wholly-owned subsidiary of ZICO
Malaysia has incorporated a 100% owned subsidiary, namely ZICO Secretarial Limited
(ZICOSL) (formerly known as ZICOlaw Secretarial Limited) in the Federal Territory of
Labuan, Malaysia with an issued and paid up share capital of US$100 (equivalent to
RM323) comprising 100 ordinary shares. The principal activities of ZICOSL are those
of provision of secretarial services.
28.8 On 20 June 2014, ZICO Malaysia completed the acquisition of 2,800 ordinary shares,
representing 70% equity interest in Vientiane Law Co. Ltd (Vientiane), a company
incorporated in Lao PDR, from a third party. On the same date, ZICO Malaysia
contributed cash of US$124,965 (equivalent to RM400,528) as share capital of
Vientiane. By virtue of a contractual agreement with the individual shareholders
holding the remaining 30% equity interest whereby the parties have agreed that such
shares together with all dividends and any other distributions of profits, surplus and
other assets in respect of such shares and all rights in connection with them be held
on trust for ZICO Malaysia, ZICO Malaysia has accounted for Vientiane as its
wholly-owned subsidiary.
28.9 On 4 August 2014, ZICO Malaysia, ZICOlaw Partners Sdn Bhd (ZLP), ZICOlaw
(Thailand) Limited (ZTL) and Mr. Ruengrit Pooprasert (RP), an existing shareholder
of ZTL (collectively, the Parties) entered into a Shareholders Agreement whereby
ZICO Malaysia has agreed to transfer 1,020 ordinary shares of ZTL to RP for a
consideration of THB20,400 and 38,180 shares to ZLP for a consideration of
THB763,600.
28.10 On 28 July 2014, the Company entered into a Subscription Agreement with third
parties for the issue and allotment of 21,589 ordinary shares of the Company
(Subscription Shares), representing 2% of the Companys enlarged share capital.
The Subscription Shares are issued free from all liens, charges, equities and
encumbrances and rank pari passu in all respects with the ordinary shares in the
issued share capital of the Company.
A-75
ZICO HOLDINGS INC.

28. Subsequent events (Continued)
28.11 On 6 August 2014, ZICO Malaysia and its wholly-owned subsidiary, ZICO International
Corporation (ZIC) entered into an agreement formalising an intent to convert ZICO
Limited Partnership (formerly known as ZICOlaw Limited Partnership) (ZICO LP)
from a limited partnership into a limited liability partnership under the Labuan Limited
Partnerships and Limited Liability Partnerships Act 2010.
On 14 August 2014, the intended conversion was approved and ZICO LP was
converted into a Labuan LLP known as ZICO (Labuan) LLP (ZICO Labuan). Pursuant
to the agreement between ZICO Malaysia and ZIC, ZICO Malaysia increased its
capital contribution in ZICO Labuan from US$100 to US$180 representing an increase
in its interest in ZICO Labuan from 50% to 90%, whereas ZIC decreased its capital
contribution in ZICO Labuan from US$100 to US$20 representing a decrease in its
interest in ZICO (Labuan) LLP from 50% to 10%. Accordingly, ZICO LP remains as a
subsidiary of ZICO Malaysia.
A-76
APPENDIX B INDEPENDENT AUDITORS REVIEW REPORT AND

UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS OF ZICO HOLDINGS INC. AND ITS SUBSIDIARIES FOR
THE FINANCIAL PERIOD FROM 1 JANUARY 2014 TO 30 JUNE 2014
ZICO HOLDINGS INC.

Unaudited Interim Condensed Consolidated Financial Statements
For the financial period from 1 January 2014 to 30 June 2014
B-1
UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE FINANCIAL PERIOD FROM 1 JANUARY 2014 TO 30 JUNE 2014
STATEMENT BY DIRECTORS
We, Chew Seng Kok and Ng Hock Heng, being two of the directors of ZICO Holdings Inc. (the
Company), do hereby state that, in the opinion of the Board of Directors,
(i)
the accompanying unaudited interim condensed consolidated financial statements together

with notes thereto are properly drawn up in accordance with International Financial
Reporting Standards so as to present fairly, in all material respects, the state of affairs of the
Company and its subsidiaries (the Group) as at 30 June 2014 and of the results, changes
in equity and cash flows of the Group for the financial period from 1 January 2014 to 30 June
2014, and
(ii)
at the date of this statement, there are reasonable grounds to believe that the Company will
be able to pay its debts as and when they fall due.
On behalf of the Board of Directors
Chew Seng Kok

Director
Ng Hock Heng
Director
Singapore
30 October 2014
B-2
INDEPENDENT AUDITORS REVIEW REPORT ON UNAUDITED INTERIM CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS
30 October 2014
ZICO Holdings Inc.
Malaysia
Dear Sirs,
Introduction
We have reviewed the accompanying unaudited interim condensed financial statements of ZICO
Holdings Inc. (the Company) and its subsidiaries (the Group), which comprise the unaudited
interim condensed consolidated statement of financial position of the Group as at 30 June 2014,
and the related unaudited interim condensed consolidated statement of comprehensive income,
changes in equity and cash flows of the Group for the financial period from 1 January 2014 to 30
June 2014, and selected explanatory notes, as set out on pages B-5 to B-44. Management is
responsible for the preparation and fair presentation of the unaudited interim condensed
consolidated financial statements in accordance with the International Accounting Standard 34,
Interim Financial Reporting (IAS 34). Our responsibility is to express a conclusion on the
unaudited interim condensed consolidated financial statements based on our review.
Scope of review
We conducted our review in accordance with International Standard on Review Engagements
2410, Review of Interim Financial Information Performed by the Independent Auditor of the
Entity. A review of interim financial information consists of making inquiries, primarily of persons
responsible for financial and accounting matters, and applying analytical and other review
procedures. A review is substantially less in scope than an audit conducted in accordance with
International Standards on Auditing and consequently does not enable us to obtain assurance that
we would become aware of all significant matters that might be identified in an audit. Accordingly,
we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the
accompanying unaudited interim condensed consolidated financial statements is not prepared, in
all material respects, in accordance with IAS 34.
B-3
INDEPENDENT AUDITORS REVIEW REPORT ON UNAUDITED INTERIM CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FINANCIAL PERIOD FROM 1 JANUARY 2014 TO 30 JUNE 2014 (Continued)
Restriction on Distribution and Use
This report is made solely to you as a body for inclusion in the offer document to be issued in
relation to the proposed initial public offering of the shares of the Company in connection with the
Companys listing on the Catalist, the sponsor-supervised listing platform of the Singapore
Exchange Securities Trading Limited.
BDO LLP
Singapore
Leong Hon Mun Peter

Partner-in-charge
B-4
ZICO HOLDINGS INC.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2014
Note
30 June 2014
(Unaudited)
RM
31 December 2013
(Audited)
RM
Plant and equipment

Intangible assets
6
7
2,892,057
5,965,739
1,018,346
3,976,138
Associates
187,177
598,472
Deferred tax assets
31,993
9,076,966
5,592,956
21,497,633
18,702,425
ASSETS
Non-current assets
Current assets
10
Prepayments
11
Total assets
915,104
51,348
53,607
208,557
6,402,378
8,521,151
28,868,722
27,483,481
37,945,688
33,076,437

Equity
Share capital
12
Retained earnings
13
10,208,770
3,281,113
6,888,916
7,852,401
(446,245)
34,183

16,651,441
279,856
11,167,697
Total equity
16,931,297
11,167,697
14
149,587
47,506
Other payables
15
1,970,797
1,907,839
Provision
16
38,555
17,360
49,095
2,176,299
2,004,440
Current liabilities
17
746,680
15
16,009,713
16,163,450
14
57,386
2,465,810
2,024,313
1,275,040
18,838,092
19,904,300
Total liabilities
21,014,391
21,908,740
37,945,688
33,076,437

B-5
ZICO HOLDINGS INC.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME FOR THE FINANCIAL PERIOD FROM 1 JANUARY 2014 TO 30 JUNE 2014
Note
Revenue
18
1 January 2014 to
30 June 2014
(Unaudited)
RM
1 January 2013 to
30 June 2013
(Unaudited)
RM
17,565,428
8,168,483
42,305
131,606
784,727
207,771
18,392,460
8,507,860

Interest income
Other income
19
Items of expense
(535,804)
(146,632)
(4,570,120)
(1,960,824)
(564,103)
(440,338)
(1,207,106)
(91,655)
Other expenses
(1,537,617)
(1,904,019)
(102,686)
(135,976)
(366,295)
286,797
20
Finance costs
21

22
9,508,729
Income tax expense
23
(1,555,313)
Profit for the financial period
7,953,416
4,115,213
(268,136)
3,847,077

foreign operations
(241,285)
149,798
Reclassification adjustment arising from disposal

of foreign subsidiary
(239,143)

reclassified
Other comprehensive income for the financial

period, net of tax
(480,428)
Total comprehensive income for the financial

period
7,472,988
B-6
149,798
3,996,875
ZICO HOLDINGS INC.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME FOR THE FINANCIAL PERIOD FROM 1 JANUARY 2014 TO 30 JUNE 2014
Note
1 January 2014 to
30 June 2014
(Unaudited)
RM
1 January 2013 to
30 June 2013
(Unaudited)
RM
8,045,726
3,847,077

(92,310)
7,953,416
3,847,077
7,565,298
3,996,875
Total comprehensive income attributable to:

(92,310)
7,472,988
3,996,875
Basic
8.05
1,282.36
Diluted
8.05
1,282.36
0.04
0.02
Earnings per share
24

B-7
B-8
12
17
Issuance of ordinary shares
10,208,770
Total transaction with non-controlling interests
Balance at 30 June 2014
6,927,657
6,927,657
Subscription of share capital in a subsidiary
Transaction with non-controlling interests
Total transactions with owners of the parent
25
Dividends

financial period
Transactions with owners of the parent
3,281,113
Reclassification adjustment arising from disposal of

foreign subsidiary

foreign operations
(Unaudited)
Note
Share
capital
RM
6,888,916
(9,009,211)
(1,493,211)
(7,516,000)
8,045,726
8,045,726
7,852,401
Retained
earnings
RM
(446,245)
(480,428)
(239,143)
(241,285)
34,183
Foreign
currency
translation
account
RM
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

ZICO HOLDINGS INC.

16,651,441
(2,081,554)
(1,493,211)
6,927,657
(7,516,000)
7,565,298
(239,143)
(241,285)
8,045,726
11,167,697
Equity
attributable
to owners of
the parent
RM
279,856
372,166
372,166
(92,310)
(92,310)
Noncontrolling
interests
RM
16,931,297
372,166
372,166
(2,081,554)
(1,493,211)
6,927,657
(7,516,000)
7,472,988
(239,143)
(241,285)
7,953,416
11,167,697
Total equity
RM
B-9
17
9,458
Balance at 30 June 2013
Total transaction with owners of the parent

financial period
Transaction with owners of the parent
9,458

foreign operations
(Unaudited)
Note
Share
capital
RM
8,889,900
(737,458)
(737,458)
3,847,077
3,847,077
5,780,281
Retained
earnings
RM
(314,174)
149,798
149,798
(463,972)
Foreign
currency
translation
account
RM
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

ZICO HOLDINGS INC.

8,585,184
(737,458)
(737,458)
3,996,875
149,798
3,847,077
5,325,767
Equity
attributable
to owners of
the parent
RM
Noncontrolling
interests
RM
8,585,184
(737,458)
(737,458)
3,996,875
149,798
3,847,077
5,325,767
Total equity
RM
ZICO HOLDINGS INC.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR
Note
1 January 2014 to
30 June 2014
(Unaudited)
RM
1 January 2013 to
30 June 2013
(Unaudited)
RM
9,508,729
4,115,213
166,185
1,192,388
Adjustments for:
Allowance for impairment loss on doubtful trade
receivables
Allowance for impairment loss on doubtful trade
receivables written back
(4,350)
(29,840)
193,296
25,000
Bad trade receivables written off
105,076
2,680
342,508
121,632
(239,143)
(70,000)
Interest income
(42,305)
Interest expense
16,227
8,214
Notional finance cost on deferred consideration

on acquisition of a subsidiary
81,350
105,904

on acquisition of intangible asset
5,109
21,858
366,295
Unrealised foreign exchange loss, net

capital changes
(131,606)
(286,797)
41,141
10,470,118
5,144,646
(5,543,493)
(4,956,863)

Prepayments
(863,756)
(3,628,965)
67,517
(155,474)
433,904
99,826
Income tax paid
(93,656)
(371,815)
Net cash from/(used in) operating activities
340,248
(271,989)

B-10
ZICO HOLDINGS INC.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR
Note
1 January 2014 to
30 June 2014
(Unaudited)
RM
1 January 2013 to
30 June 2013
(Unaudited)
RM
Acquisition of a subsidiary, net of cash acquired
103,736
(Advances to)/Repayment from associates
(Advances to)/Repayment from related parties
Interest received
Payment for deferred consideration to acquire
intangible assets
(130,055)
(29,568)
1,130,016
(869,591)
195,270
45,000
39,000
9,608
131,606
(200,000)
(240,000)
Payment for deferred consideration to acquire a

subsidiary
(400,000)
(1,124,055)
Proceeds from disposal of plant and equipment
70,000

Net cash used in investing activities
(557,736)
(41,287)
(1,558,606)
(309,450)
Dividends paid
(7,516,000)
Interest paid
(16,227)
Advances from associates
267,252
Advances from/(Repayment to) related parties
678,999
316,720
(Repayment to)/Advances from Directors
(8,800)
Proceeds from issuance of ordinary shares

Proceeds from issuance of preference shares
Net cash (used in)/from financing activities
financial period
Effect of exchange rate changes on cash and
cash equivalents
11
(993,047)
1,056,651
149
2,323,047
(746,680)
(366,658)
(23,644)
(32,466)
(120,574)
1,979,313
(1,338,932)
1,397,874
3,998,501
3,398,406
2,664,438

B-11
(8,214)
6,927,657
4,869
Cash and cash equivalents at end of financial

period
(4,980)
4,791,300
ZICO HOLDINGS INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
These notes form an integral part and should be read in conjunction with the unaudited interim
condensed consolidated financial statements.
These unaudited interim condensed consolidated financial statements have been prepared for
inclusion in the Offer Document of ZICO Holdings Inc. (the Company) and its subsidiaries (the
Group) and were authorised for issue by the Directors of the Company on 30 October 2014.
1.
General
The Company was incorporated in Federal Territory of Labuan Malaysia on 9 December 2010
under the Labuan Companies Act 1990 as a Labuan company in the name of ZICOlaw
Holdings Inc.. With effect from 30 April 2014, the name of the Company was changed to ZICO
Holdings Inc.. The Companys registration number is LL07968.
The address of the Companys registered office and principal place of business is Unit Level
13(A), Main Office Tower, Financial Park Labuan, Jalan Merdeka, 87000 Federal Territory of
Labuan, Malaysia.
The principal activity of the Company is that of an investment holding company.
The principal activities of the subsidiaries are set out in Note 3 to the unaudited interim
condensed consolidated financial statements.
2.
Basis of preparation of unaudited interim condensed consolidated financial

statements
The unaudited interim condensed consolidated financial statements have been prepared for
the financial period from 1 January 2014 to 30 June 2014 in accordance with International
Accounting Standard 34, Interim Financial Reporting (IAS 34).
The unaudited interim condensed consolidated financial statements do not include the full
disclosures normally included in a complete set of financial statements and should be read
in conjunction with the audited consolidated financial statements for the financial years
ended 31 December 2011, 2012 and 2013.
B-12
ZICO HOLDINGS INC.

3.
Details of subsidiaries
As at 30 June 2014 and 31 December 2013, the Group had the following subsidiaries:
31 December
30 June
2013
2014
(Audited)
(Unaudited)
%
%
Name of subsidiary
Country of
incorporation
Principal activities
Malaysia
Investment holding
100
100

(formerly known as
ZICOlaw Advisory
Pte. Ltd.)
Singapore
Business and
management
consultancy
services
100
ZICO RMC Pte. Ltd.

(formerly known as
ZICOlaw RMC
Pte. Ltd.)
Singapore
Business and
management
consultancy
services
100
ZICO (Labuan) LLP
Federal Territory
of Labuan
Consultancy services
100
100
ZICO International
Corporation
Federal Territory
of Labuan
Investment holding
company
100
100
Federal Territory
of Labuan
Investment holding
company
100
100
ZICO Consultancy
Sdn. Bhd.
Malaysia
Business support
services
100
100
ZICO Shariah Advisory

Services Sdn. Bhd.
Malaysia
Shariah advisory
services
100
100

Sdn. Bhd.
Malaysia
corporate services
and related
consultancy
services
100
100
ZICO Trust Limited
Federal Territory
of Labuan
Trust services,
company
secretarial,
corporate services
and related
consultancy
services
100
100
ZICOlaw Singapore Pte.

Ltd.
Singapore
Legal advisory and

consultancy
services
100*
ZICO IP Inc.
British Virgin
Islands
Owner of intellectual
property rights
100
100
PT ZICOlaw Indonesia
Indonesia
Business
management
consultancy
100
100
B-13
ZICO HOLDINGS INC.

3.
Name of subsidiary
Country of
incorporation
Principal activities
31 December
30 June
2013
2014
(Audited)
(Unaudited)
%
%
ZICOlaw Myanmar
Limited
Myanmar
Legal advisory and

consultancy
services
99.99
Vientiane Law
Co. Ltd
Lao PDR
Legal advisory and

consultancy
services
100 #
ZICO Secretarial Services

Sdn. Bhd.
Malaysia
corporate services
and related
consultancy
services
100
100
Allshores Trust
(Singapore)
Pte. Ltd.
Singapore
Trustee, fiduciary and

custody services;
business and
management
consultancy
services
51

(formerly known as
ZICOlaw Secretarial
Limited)
Federal Territory
of Labuan
corporate services
and related
consultancy
services
100
Held in trust by certain Directors in favour of the Company
Includes 30% equity interest held in trust by certain individual shareholders in favour of ZICO Malaysia Sdn.
Bhd. (ZICO Malaysia)
Incorporation of subsidiaries
3.1 ZICO RMC Pte. Ltd.
On 22 April 2014, the Company incorporated a 100% owned subsidiary, namely ZICO
RMC Pte. Ltd. (RMC) (formerly known as ZICOlaw RMC Pte. Ltd.) in Singapore with
an issued and paid up share capital of S$1,000 comprising 1,000 ordinary shares.
3.2 ASEAN Advisory Pte. Ltd.
On 22 April 2014, the Company incorporated a 100% owned subsidiary, namely ASEAN
Advisory Pte. Ltd. (ZICO Advisory) (formerly known as ZICOlaw Advisory Pte. Ltd.) in
Singapore with an issued and paid up share capital of S$1,000 comprising 1,000
ordinary shares.
B-14
ZICO HOLDINGS INC.

3.

Incorporation of subsidiaries (Continued)
3.3 ZICO Secretarial Limited
On 29 April 2014, ZICO Trust Limited (ZICOTL), a wholly-owned subsidiary of ZICO
Malaysia incorporated a 100% owned subsidiary, namely ZICO Secretarial Limited
(ZICOSL) (formerly known as ZICOlaw Secretarial Limited) in the Federal Territory of
Labuan, Malaysia with an issued and paid up share capital of US$100 comprising 100
ordinary shares.
Subscription of shares of a subsidiary
3.4 Allshores Trust (Singapore) Pte. Ltd.
On 14 January 2014, ZICO Consultancy Limited (ZICOCL), a wholly-owned subsidiary
of ZICO Malaysia subscribed for 127,500 ordinary shares, representing 51% equity
interest in Allshores Trust (Singapore) Pte. Ltd. (ASL), a private limited company
incorporated in Singapore for a total consideration of S$127,500 (RM322,770
equivalent). ZICOCL further increased its investment in ASL by way of cash
consideration of S$25,500 (RM64,559 equivalent) in the enlarged share capital of ASL
of S$300,000 (RM759,495 equivalent) comprising of 300,000 ordinary shares.
Acquisition of subsidiaries
3.5 Vientiane Law Co. Ltd
On 20 June 2014, ZICO Malaysia completed the acquisition of 2,800 ordinary shares,
representing 70% equity interest in Vientiane Law Co. Ltd (Vientiane), a company
incorporated in Lao PDR, from a third party. On the same date, ZICO Malaysia
contributed cash of US$124,965 (equivalent to RM400,528) as share capital of
Vientiane. By virtue of a contractual agreement with the individual shareholders holding
the remaining 30% equity interest whereby the parties have agreed that such shares
together with all dividends and any other distributions of profits, surplus and other
assets in respect of such shares and all rights in connection with them be held on trust
for ZICO Malaysia, ZICO Malaysia has accounted for Vientiane as its wholly-owned
subsidiary.
The principal activities of Vientiane are provision of legal advisory and consultancy
services.
The fair value of the net identifiable assets acquired was Nil as at the date of
acquisition.
B-15
ZICO HOLDINGS INC.

3.

Acquisition of subsidiaries (Continued)
3.6 ZICOlaw Myanmar Limited
On 9 April 2014, ZICO Malaysia Sdn. Bhd. (ZICO Malaysia) has acquired 2,124
shares, representing 99.99% equity interest in ZICOlaw Myanmar Limited (ZICO
Myanmar), a company incorporated in Myanmar from certain Directors of ZICO
Malaysia for a total cash consideration of RM82,179 and RM80,000 financed by a
related party. The principal activities of ZICO Myanmar are to conduct administrative
and law consultancy services.
The fair values and carrying amounts of the identifiable assets and liabilities of ZICO
Myanmar as at the date of acquisition were as follows:
30 June 2014
At date of acquisition
Carrying
Fair value
amount
RM
RM
Plant and equipment
352,125
352,125
973,975
973,975
103,736
103,736
(1,767,592)
(1,767,592)
(337,756)
(337,756)
Net identifiable liabilities acquired

Goodwill on acquisition (Note 7)
499,935
Total purchase consideration
162,179
The effects of the acquisition of the subsidiaries on cash flows are as follows:
30 June 2014
RM
Total cash consideration paid
162,179
Less: Amount financed by a related party

Net cash outflow on acquisition
(162,179)
Less: cash and cash equivalents of subsidiary acquired
103,736
Net cash inflow on acquisition
103,736
B-16
ZICO HOLDINGS INC.

3.

3.7 ZICOlaw Singapore Pte. Ltd.
On 31 March 2014, ZICO Malaysia ended its trust arrangement with the individual
shareholders of a subsidiary, ZICOlaw Singapore Pte. Ltd. (ZICO Singapore), which
ceased to be a subsidiary on that date.
The carrying amount of the identifiable assets and liabilities of ZICO Singapore as at the
date of disposal are as follows:
2014
RM
Plant and equipment
249,697
7,013,503
Prepayments
31,255
2,256,715
(3,604,882)
Bank borrowing
(2,851,970)
(538,180)
(40,399)
Net identifiable assets
2,515,739
The effects of the disposal of a subsidiary on the cash flows were as follows:
2014
RM
Net identifiable assets disposed (as above)
Reclassification of currency translation reserve to profit or loss
upon disposal
Gain on disposal (Note 19)
2,515,739
(239,143)
239,143
Consideration for the disposal
2,515,739
Consideration receivable as at disposal date
(2,515,739)
Cash and cash equivalents disposed
(130,055)
Net cash outflow on disposal
(130,055)
B-17
ZICO HOLDINGS INC.

4.
Summary of significant accounting policies

The accounting policies adopted in the preparation of the interim condensed consolidated
financial statements are consistent with those followed in the preparation of the Groups
audited consolidated financial statements for the financial years ended 31 December 2011,
2012 and 2013 as set out in Appendix A of the offer document. In addition to those accounting
policies, the Group has adopted the following accounting policies in respect of transactions
during the financial period.
4.1 Intangible assets
Computer software
Acquired computer software are initially capitalised at cost which includes the purchase
price (net of any discounts and rebates) and other directly attributable costs of
preparing the software for its intended use. Direct expenditure which enhances or
extends the performance of computer software beyond its specifications and which can
be reliably measured is added to the original cost of the software. Costs associated with
maintaining computer software are recognised as an expense as incurred.
Subsequent to initial recognition, computer software is carried at cost less accumulated
amortisation and accumulated impairment losses. The cost of computer software is
amortised to profit or loss using the straight-line method over the estimated useful life
of 5 years.
4.2 Provisions
Provisions are recognised when the Group has a present obligation as a result of a past
event and it is probable an outflow of resources embodying economic benefits will be
required to settle the obligation and a reliable estimate can be made of the amount of
the obligation. Provisions are measured at the managements best estimate of the
expenditure required to settle the obligation at the end of the reporting period, and are
discounted to present value where the effect is material.
Provisions are reviewed at the end of each reporting period and adjusted to reflect the
current best estimate. If it is no longer probable that an outflow of economic resources
will be required to settle the obligation, the provision is reversed. If the effect of the time
value of money is material, provisions are discounted using a current pre tax rate that
reflects, where appropriate, the risks specific to the liability. When discounting is used,
the increase in the provision due to the passage of time is recognised as a finance cost.
4.3 Revenue recognition
Management fee income is recognised when the services are rendered.
B-18
ZICO HOLDINGS INC.

5.
Critical accounting judgements and key sources of estimation uncertainty

The critical judgements and key sources of estimation uncertainty made by the management
remain unchanged from the last audited financial year.
6.
Plant and equipment

Motor
vehicles
RM
Computers
RM
Office
equipment Renovation
RM
RM
Total
RM
30 June 2014 (Unaudited)

Cost
Balance at 1.1.2014
428,569
305,084
449,114
516,499
1,699,266
43,814
51,016
168,601
262,804
526,235
Additions
165,705
1,394,387
143,974
243,032
1,947,098
Disposals
(144,730)
(107,947)
(127,378)
4,022
14,074
17,826
4,697
40,619
497,380
1,656,614
652,137
865,948
3,672,079
Balance at 1.1.2014
322,184
159,641
87,254
111,841
680,920
Depreciation for the

financial period
36,314
240,909
34,592
30,693
342,508
(161,084)
(144,730)
(396,409)
Disposals
(144,730)
(144,730)
(69,571)
(32,249)
(44,892)
(146,712)
4,768
15,316
20,970
6,982
48,036
218,536
346,295
110,567
104,624
780,022
278,844
1,310,319
541,570
761,324
2,892,057
Carrying amount
B-19
ZICO HOLDINGS INC.

6.

Motor
vehicles
RM
Computers
RM
Office
equipment Renovation
RM
RM
428,569
234,890
591,446
463,345
1,718,250
Additions
109,037
203,993
175,882
488,912
Written off
(43,613)
(362,649)
(132,936)
(539,198)
4,770
16,324
10,208
31,302
428,569
305,084
449,114
516,499
1,699,266
Balance at 1.1.2013
243,707
152,889
313,311
138,947
848,854
Depreciation for the

financial year
78,477
46,887
64,579
55,803
245,746
(301,783)
(87,148)
(432,544)
Total
RM
31 December 2013 (Audited)

Cost
Balance at 1.1.2013
Written off
(43,613)
3,478
11,147
4,239
18,864
322,184
159,641
87,254
111,841
680,920
106,385
145,443
361,860
404,658
1,018,346
Carrying amount
As at 30 June 2014 and 31 December 2013, the Group has motor vehicles acquired under
finance lease agreements with carrying amounts of RM278,844 and RM106,385 respectively.
For the purpose of consolidated statement of cash flows, the Groups additions to plant and
equipment during the financial period were financed as follows:
Additions to plant and equipment

Acquired under finance lease arrangements
1 January 2014 to
30 June 2014
(Unaudited)
RM
1 January 2013 to
30 June 2013
(Unaudited)
RM
1,947,098
41,287
(130,000)
(1,220,807)
Provision for reinstatement cost
(38,555)
Cash payments to acquire plant and equipment
557,736
Financed by a related party
B-20
41,287
ZICO HOLDINGS INC.

7.
Intangible assets
Computer
software
RM
Goodwill
RM
Trademark
RM
Total
RM
2,206,138
2,000,000
4,206,138
Additions
1,682,962
499,935
2,182,897
1,682,962
2,706,073
2,000,000
6,389,035
230,000
230,000
Amortisation
168,296
25,000
193,296
168,296
255,000
423,296
1,514,666
2,706,073
1,745,000
5,965,739
4.5
34.9
2,206,138
2,000,000
4,206,138
Balance at 1.1.2013
180,000
180,000
Amortisation
50,000
50,000
230,000
230,000
2,206,138
1,770,000
3,976,138
Remaining useful life at

31.12.2013
35.4

Cost
Balance at 1.1.2014
Balance at 1.1.2014
Carrying amount
Cost
Balance at 1.1.2013 and
31.12.2013
Carrying amount
Amortisation expense was included in amortisation and depreciation expenses line item of
profit or loss.
B-21
ZICO HOLDINGS INC.

7.

Trademark
Trademark pertains to the ZI trademark acquired by the Group from a third party.
Goodwill
Goodwill arising on acquisition of ZICOlaw Limited Partnership, ZICO International
Corporation, ZICO Corporate Services Sdn. Bhd., ZICO Shariah Advisory Services Sdn. Bhd.
and ZICOlaw Myanmar Limited is attributable mainly to the potential for the recognition of or
the access to additional reserves and the synergies expected to be achieved from integrating
the investees into the Groups existing business. None of the goodwill recognised is
expected to be deductible for income tax purposes.
Impairment test for goodwill
Goodwill acquired through business combinations was allocated to the Groups cashgenerating unit (CGU) by business units based on the services of the respective entities as
follows:
30 June 2014
(Unaudited)
RM
31 December 2013
(Audited)
RM
2,706,073
2,206,138
The recoverable amount of the CGU has been determined based on value-in-use
calculations using management-approved discounted cash flow projections covering a
period of 5 years and the pre-tax weighted average cost of capital applied to the cash flow
projections for advisory and transactional services is 10.8%. The average revenue growth
rate and average gross margin are based on past performance and the growth rates and
pre-tax weighted average cost of capital used are based on managements best estimate.
The calculation of value-in-use is most sensitive to the following assumptions:
Growth rate
Pre-tax weighted average cost of capital
30 June 2014
(Unaudited)
%
31 December 2013
(Audited)
%
10
10
9.82 11.62
9.82 11.62
As at end of the reporting period, the recoverable amount of the cash-generating unit were
determined to be higher than their carrying amount and thus, no impairment loss need to be
recognised. The management believes no reasonably possible change in any of the key
assumptions would cause the carrying amount of the cash-generating unit and related
goodwill to exceed their recoverable amount.
B-22
ZICO HOLDINGS INC.

8.
Associates
Unquoted equity shares, at cost

Share of post-acquisition reserves,
net of dividends received
30 June 2014
(Unaudited)
RM
31 December 2013
(Audited)
RM
400,100
400,100
(212,923)
198,372
187,177
598,472
The particulars of the associates are as follows:

30 June
31 December
2014
2013
(Unaudited)
(Audited)
Country of
incorporation Principal activities
Sunflower Villa
Sdn. Bhd.
Malaysia
Management and
consultancy
services
50
50
Goldfield Alliance
Sdn. Bhd.
Malaysia
Investment holding
50
50
ZICOlaw (Thailand)
Limited
Thailand
Business consultant
49
49
Name of associates
The aggregate amounts of assets, liabilities, revenue and profit or loss in the associates are
as follows:
30 June 2014
(Unaudited)
RM
31 December 2013
(Audited)
RM
Current assets
4,575,089
6,136,019
Non-current assets
2,203,456
2,209,974
Current liabilities
4,182,380
4,904,025
2,490,548
2,585,499
B-23
ZICO HOLDINGS INC.

8.
Associates (Continued)
Financial
period from
1 January 2014 to
30 June 2014
(Unaudited)
RM
Financial
period from
1 January 2013 to
30 June 2013
(Audited)
RM
4,029,209
10,828,397
Results
Revenue
(Loss)/Profit for the financial period
9.
(753,347)
2,196,241
Deferred tax assets/(liabilities)

30 June 2014
(Unaudited)
RM
31 December 2013
(Audited)
RM
Deferred tax assets
31,993
17,360
49,095
30 June 2014
(Unaudited)
RM
31 December 2013
(Audited)
RM
Deferred tax assets
Balance at beginning of financial period/year
Credited to profit or loss
31,993
Balance at end of financial period/year
31,993
Deferred tax assets relates to unutilised tax losses of the Group.


Charged/(Credited) to profit or loss
30 June 2014
(Unaudited)
RM
31 December 2013
(Audited)
RM
49,095
53,822
8,689
(6,166)
(40,399)
(25)
1,439
17,360
B-24
49,095
ZICO HOLDINGS INC.

9.
Deferred tax assets/(liabilities) (Continued)

Deferred tax liabilities arise as a result of the following temporary differences computed at
the respective countries statutory income tax rate in which the Group operates:
30 June 2014
(Unaudited)
RM
31 December 2013
(Audited)
RM
Accelerated tax depreciation
20,174
49,095
Others
(2,814)
17,360
49,095
30 June 2014
(Unaudited)
RM
31 December 2013
(Audited)
RM
third parties
7,631,171
10,049,904
associates
1,478,670
713,413
related parties
8,254,830
5,113,322
(1,819,345)
(2,247,464)
15,545,326
13,629,175
242,245
234,979
associates
2,499,136
2,469,568
related parties
2,178,189
1,504,650
702,090
702,090
5,621,660
4,911,287
330,647
161,963
21,497,633
18,702,425
10. Trade and other receivables
Trade receivables
Allowance for impairment loss
Non-trade receivables
third parties
shareholder of an associate
Deposits
Trade receivables are unsecured, non-interest bearing and generally on 14 to 60 days credit
terms.
The non-trade amounts due from associates and related parties represent advances for
operating activities which are unsecured, non-interest bearing, repayable on demand and
expected to be settled in cash, except for a non-trade amount due from associates of
RM1,065,324 (31 December 2013: RM1,172,829), which is subject to interest at 6% per
annum.
B-25
ZICO HOLDINGS INC.

10. Trade and other receivables (Continued)
The non-trade amount due from a shareholder of an associate represents income from the
shareholder which is unsecured, non-interest bearing, repayable on demand and expected
to be settled in cash.
Deposits mainly relate to the rental deposits of premises.
Movements in allowance for impairment loss on doubtful trade receivables were as follows:
30 June 2014
(Unaudited)
RM
Allowance written back during the financial
period/year
Bad debts written off against allowance
Impairment loss recognised during the
financial period/year
Set-off against payables
2,247,464
1,819,345
(4,350)
(393,970)
(233,164)
166,185
77,997
(40,817)
31 December 2013
(Audited)
RM
388,037
(9,402)
1,445,933
398,320
24,576
2,247,464
Allowances for impairment loss on doubtful trade receivables are made in respect of
estimated irrecoverable amounts subsequent to debt recovery assessment made by the
management by reference to past default experience.
During the financial period ended 30 June 2014, allowance written back of RM4,350 (31
December 2013: RM9,402) was recognised in profit or loss when the related trade
receivables were recovered.
The currency profiles of trade and other receivables as at the end of the reporting period are
as follows:
Ringgit Malaysia
Singapore dollar
Thai Baht
Others
B-26
30 June 2014
(Unaudited)
RM
31 December 2013
(Audited)
RM
10,634,241
75,288
632,805
10,140,288
15,011
8,105,941
5,402,369
1,410,924
3,783,191
21,497,633
18,702,425
ZICO HOLDINGS INC.

11.

30 June 2014
(Unaudited)
RM
31 December 2013
(Audited)
RM
Held in trust for clients for payment to

authorities
3,682,478
3,301,498
Cash and bank balances
2,664,438
3,473,240
Fixed deposits with bank
55,462
1,746,413
6,402,378
8,521,151

consolidated statement of financial
position
Fixed deposits pledged
Fixed deposits with maturity more than

90 days
Monies held in trust for stakeholders
consolidated statement of cash flows
(1,167,435)
(55,462)
(53,717)
(3,682,478)
(3,301,498)
2,664,438
3,998,501
Fixed deposits are placed for an average period of 30 to 365 days (31 December 2013: 30
to 365 days) and bear effective interest rates of 3.08% (31 December 2013: 3.02% to 4.5%)
per annum.
As at 31 December 2013, the fixed deposits of the Group amounting to RM1,167,435 is
pledged to banks for bankers guarantee and facilities granted to the Group.
The currency profiles of cash and cash equivalents on the consolidated statement of financial
position as at the end of the reporting period are as follows:
30 June 2014
(Unaudited)
RM
31 December 2013
(Audited)
RM
Ringgit Malaysia
5,160,841
4,866,409
Singapore dollar
337,142
1,924,867
903,521
1,721,565
874
8,310
6,402,378
8,521,151
Others
B-27
ZICO HOLDINGS INC.

12. Share capital
Number of
ordinary shares
RM
Issued and fully paid:

At 1 January 2013 (Audited)
At 31 December 2013 (Audited)
3,000
9,458
997,000
3,271,655
1,000,000
3,281,113
57,850
6,927,657
1,057,850
10,208,770
Issuance of ordinary shares

At 30 June 2014 (Unaudited)
The holders of ordinary shares are entitled to receive dividends as and when declared by the
Company. All ordinary shares have no par value and carry one vote per share without
restriction.
On 1 November 2013, the Company issued 997,000 new ordinary shares for total
consideration of US$997,000 (RM3,271,655 equivalent) by way of bonus issue.
On 31 March 2014 and 15 April 2014, the Company issued additional 29,850 and 28,000 new
ordinary shares for total cash consideration of US$932,813 (RM2,994,795 equivalent) and
US$1,225,000 (RM3,932,862 equivalent) respectively.
13. Foreign currency translation account
The foreign currency translation account comprises all foreign exchange differences arising
from the translation of the financial statements of the Company and certain foreign
operations whose functional currencies are different from that of the Groups presentation
currency and is non-distributable.
14. Interest bearing liabilities
30 June 2014
(Unaudited)
RM
31 December 2013
(Audited)
RM
149,587
47,506
57,386
53,110
2,412,700
57,386
2,465,810
206,973
2,513,316
Current liabilities
Revolving credit facilities (RCF) loan
Total
B-28
ZICO HOLDINGS INC.

The RCF loan was repayable on demand.
The RCF loan was arranged at floating rates, thus exposing the Company to cash flow
interest rate risk. It bears effective interest of 2.38% per annum for the financial year ended
31 December 2013.
As at 31 December 2013, the RCF loan was secured by a charge on fixed deposits
RM1,167,435 placed with bank in the name of ZICOlaw Singapore Pte. Ltd..
As at 31 December 2013, the Group has banking facility amounting to RM2,853,730 of which
RM2,412,700 has been utilised as at that date.
The currency profile of RCF loan as at the end of the reporting period is Singapore dollar.
Minimum
lease
payments
RM
Current liabilities
Not later than one financial period
Later than one financial period but not later

Current liabilities
Future
finance
charges
RM
Present
value of
minimum
lease
payments
RM
64,994
(7,608)
57,386
164,350
(14,763)
149,587
229,344
(22,371)
206,973
56,639
(3,529)
53,110
51,705
(4,199)
47,506
108,344
(7,728)
100,616
The finance lease term is 5 years and the effective interest rate for the finance lease
obligations is 4.89% (31 December 2013: 4.93%) per annum for the period ended 30 June
2014.
As at the end of the reporting period, the fair values of the Groups finance lease payables
approximate their carrying amounts. All finance leases are on a fixed repayment basis and
no arrangements have been entered into for contingent rental payments.
B-29
ZICO HOLDINGS INC.

The Groups obligations under finance leases are secured by the lessors title to the leased
assets, which will revert to the lessors in the event of default by the Group.
The currency profile of finance lease payables as at the end of the reporting period is Ringgit
Malaysia.
15. Trade and other payables
30 June 2014
(Unaudited)
RM
31 December 2013
(Audited)
RM
1,477,256
3,384,797
4,351,111
4,280,567
267,252
related parties
6,580,109
4,590,314
shareholders
1,671,467
1,354,747
14,154
1,168,223
12,884,093
11,393,851
Accrued expenses
971,256
654,246
Deferred revenue
677,108
730,556
16,009,713
16,163,450
1,970,797
1,907,839
17,980,510
18,071,289
Current
Trade payables third parties
Non-trade payables
third parties
an associate
a Director
Non-current
Non-trade payables
third parties
Trade payables are unsecured, non-interest bearing and are normally settled within 60 days
terms.
Non-trade payables due to an associate, related parties, shareholders and a Director are
unsecured, non-interest bearing, repayable on demand and expected to be settled in cash.
The non-current portion of other payables of RM1,970,797 (31 December 2013:
RM1,907,839) and current-portion of other payables of RM575,692 (31 December 2013:
RM557,301) relate to amount due to an individual for the acquisition of a subsidiary by ZICO
Malaysia Sdn. Bhd. in the financial year ended 31 December 2012.
B-30
ZICO HOLDINGS INC.

15. Trade and other payables (Continued)
The currency profiles of trade and other payables as at the end of the reporting period are
as follows:
Ringgit Malaysia
Singapore dollar
Thai Baht
Others
30 June 2014
(Unaudited)
RM
31 December 2013
(Audited)
RM
9,320,764
1,002,261
7,390,233
267,252
9,743,442
2,238,417
6,081,120
8,310
17,980,510
18,071,289
30 June 2014
(Unaudited)
RM
31 December 2013
(Audited)
RM
16. Provision
Provision for reinstatement cost

Provision made
38,555
38,555
Provision for reinstatement costs refers to estimated costs made by the management
required to reinstate its office premise to its original state according to the terms and
conditions of the respective tenancy agreements.
17. Redeemable preference shares
30 June 2014
(Unaudited)
Number of
preference
shares
Balance at beginning of financial
period/year
Balance at end of financial
period/year
31 December 2013
(Audited)
Number of
preference
shares
RM
465,056
(232,528)
1,493,360
(746,680)
232,528
746,680
B-31
231,732
(231,732)
RM
734,081
(734,081)
ZICO HOLDINGS INC.

17. Redeemable preference shares (Continued)
The preference shares were issued at a value of US$0.0001 (31 December 2013:
US$0.0001) per preference share and are automatically redeemable at certain redemption
dates at the redemption price of US$1 (31 December 2013: US$1) per preference share. The
premium paid upon redemption was recognised as a deduction from retained earnings.
18. Revenue
1 January 2014 to
30 June 2014
(Unaudited)
RM
Management fee
Services rendered
Royalty income
1 January 2013 to
30 June 2013
(Unaudited)
RM
1,301,599
13,189,046
5,687,502
3,074,783
2,480,981
17,565,428
8,168,483
1 January 2014 to
30 June 2014
(Unaudited)
RM
1 January 2013 to
30 June 2013
(Unaudited)
RM
19. Other income
Bad debts recovered
4,350
29,840
Disbursement income
294,367
113,419
239,143
70,000
Realised foreign exchange gain, net
52,755
15,927
Rental of cars
44,400
44,400
Rental income
38,076
Others
41,636
4,185
784,727
207,771
B-32
ZICO HOLDINGS INC.

20. Employee benefits expense
Salaries, wages, bonuses and other staff

benefits
Contributions to defined contribution plans
1 January 2014 to
30 June 2014
(Unaudited)
RM
1 January 2013 to
30 June 2013
(Unaudited)
RM
4,176,506
1,844,492
393,614
116,332
4,570,120
1,960,824
Included in the employee benefits expense were the remuneration of Directors of the
Company and key management personnel of the Group as set out in Note 26 to the
consolidated financial statements
21. Finance costs
1 January 2014 to
30 June 2014
(Unaudited)
RM
Interest expense on finance lease payables
1 January 2013 to
30 June 2013
(Unaudited)
RM
1,802
3,094
81,350
105,904
intangible asset
5,109
21,858
RCF loan charges
14,425
5,120
102,686
135,976
Notional finance costs on deferred

consideration on acquisition of:
a subsidiary
22. Profit before income tax

In addition to the charges and credits disclosed elsewhere in the notes to the consolidated
financial statements, the above includes the following charges:
1 January 2014 to
30 June 2014
(Unaudited)
RM
1 January 2013 to
30 June 2013
(Unaudited)
RM
193,296
25,000
342,508
121,632
B-33
ZICO HOLDINGS INC.

22. Profit before income tax (Continued)
1 January 2014 to
30 June 2014
(Unaudited)
RM
1 January 2013 to
30 June 2013
(Unaudited)
RM

Operating lease expenses
rental of premises
508,863
347,872
rental of accommodation
29,652
56,599
Upkeep of office and maintenance expenses
25,588
35,867

trade receivables
166,185
1,192,388
105,076
2,680
41,141
Other expenses
Unrealised foreign exchange loss, net
23. Income tax expense
Current income tax

current financial period
under-provision in prior financial period
1 January 2014 to
30 June 2014
(Unaudited)
RM
1 January 2013 to
30 June 2013
(Unaudited)
RM
1,490,193
267,952
88,424
184
1,578,617
268,136
15,885
(39,189)
(23,304)
Deferred tax
current financial period
over-provision in prior financial period
Total income tax expense recognised in

profit or loss
1,555,313
B-34
268,136
ZICO HOLDINGS INC.

Reconciliation of effective income tax rate

Add/(Less): Share of results of associates,
net of tax
1 January 2014 to
30 June 2014
(Unaudited)
RM
1 January 2013 to
30 June 2013
(Unaudited)
RM
9,508,729
4,115,213
366,295
(286,797)
9,875,024
3,828,416
Income tax calculated at Federal Territory of

Labuans domestic statutory income tax
rate of Nil%
Effect of different tax rate in other countries
1,962,444
355,985
Tax effect of income not subject to

income tax
(154,887)
(95,770)
273,335
72,093
Deferred tax assets not recognised
30,263
Under-provision of current income tax in

prior financial period/years
88,424
184
Tax effect of non-deductible expenses for

income tax purposes
Over-provision of deferred tax in prior

financial period/years
(39,189)
Singapores statutory stepped income

exemption
(124,049)
Withholding tax
(481,028)
1,555,313
(64,356)
268,136
In accordance with the Labuan Business Activity Tax Act, 1990, the Company is carrying on
an offshore business activity which is an offshore non-trading activity for the basis period for
a year of assessment and therefore shall not be charged to tax for that year of assessment.
B-35
ZICO HOLDINGS INC.

Unrecognised deferred tax assets

Amount not recognised during financial
period/year
Utilisation of previously unrecognised
amount
30 June 2014
(Unaudited)
RM
31 December 2013
(Audited)
RM
8,775
15,582
30,263
39,038
(6,807)
8,775
Unrecognised deferred tax assets are attributable to the following temporary differences:
30 June 2014
(Unaudited)
RM
31 December 2013
(Audited)
RM
Unutilised tax losses
11,941
1,025
Unabsorbed capital allowances
27,097
7,750
39,038
8,775
These deferred tax assets have not been recognised as it is uncertain whether future taxable
profits will be available against which the Group can utilise these benefits. Accordingly, these
deferred tax assets have not been recognised in the financial statements in accordance with
the accounting policy as set out in Note 3.17 to the consolidated financial statements in the
Appendix A of the Offer Document.
B-36
ZICO HOLDINGS INC.

24. Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit for the financial periods
attributable to owners of the parent by the weighted average number of ordinary shares
during the respective financial periods.
1 January 2014 to 1 January 2013 to
30 June 2014
30 June 2013
(Unaudited)
(Unaudited)
Profit attributable to owners of the parent (RM)
8,045,726
3,847,077
Weighted number of ordinary shares during the

financial period applicable to basic earnings
per share
1,000,000
3,000
8.05
1,282.36
Basic earnings per share (RM)
Diluted earnings per share

Diluted earnings per share for the relevant periods are the same as the basic earnings per
share as the Group does not have any dilutive options for the financial period.
The calculations for earnings per share based on pre-placement share capital for the
financial period is based on the profit attributable to owners of the parent for the financial
period on the assumption that pre-placement share capital of 219,078,800 are in issue as at
the date of the Offer Document.
25. Dividends
In the current financial period:
(a)
an interim dividend in respect of the financial year ending 31 December 2014 at RM5.00
per ordinary share amounting to RM5,000,000 was approved and paid to shareholders,
and
(b)
an interim dividend in respect of the financial year ending 31 December 2014 at

RM2.516 per ordinary share amounting to RM2,516,000 was declared and paid to
shareholders.
The Directors are proposing that an interim dividend in respect of the financial year ending
31 December 2014 at RM3.22 per ordinary share amounting to RM3,220,000 be paid to
shareholders.
B-37
ZICO HOLDINGS INC.

26. Significant related party transactions
For the purpose of these financial statements, parties are considered to be related to the
Group if the Group has the ability, directly or indirectly, to control the party or exercise
significant influence over the party in making financial and operating decisions, or vice versa,
or where the Group and the party are subject to common control or common significant
influence. Related parties may be individuals or other entities.
In addition to the related party information disclosed elsewhere in the financial statements,
the following were significant related party transactions at rates and terms agreed between
the Group with its related parties during the financial periods ended 30 June 2014 and 2013:
1 January 2014 to
30 June 2014
(Unaudited)
RM
1 January 2013 to
30 June 2013
(Unaudited)
RM
With related parties

Advances received
207,204
2,556,138
Payment on behalf for expenses
5,405,258
Purchase of plant and equipment and

intangible assets
2,903,555
Rental expense
36,000
36,000
Rental income from motor vehicles
44,400
44,400
Royalty income
2,477,003
1,926,547
Services rendered
3,534,413
1,774
With associates
Corporate guarantee given for banking
facilities utilised by associate
(999,980)
(1,034,116)
Dividend income
45,000
39,000
Interest income on advances to associate
32,697
32,857
Royalty income
252,693
333,306
Services rendered
530,658
B-38
ZICO HOLDINGS INC.

26. Significant related party transactions (Continued)
Compensation of key management personnel
Key management personnel are directors of the Company and subsidiaries and those
persons having authority and responsibility for planning, directing and controlling the
activities of the Group, directly, or indirectly.
The remuneration of directors of the Company and subsidiaries and key management
personnel of the Group during the financial periods ended 30 June 2014 and 2013 were as
follows:
1 January 2014 to
30 June 2014
(Unaudited)
RM
1 January 2013 to
30 June 2013
(Unaudited)
RM
860,452
500,473
55,000
99,363
7,440
915,452
607,276
Director of the Company

Post-employment benefits
27. Operating lease commitments

The Group as lessee
The Group leases office spaces and accommodation under non-cancellable operating
leases. The operating lease commitments are based on existing rental rates. The leases
have lease term range from 2 to 5 years and rentals are fixed during the lease term.
As at the end of the reporting period, the future minimum lease payable under noncancellable operating leases contracted for but not recognised as liabilities were as follows:
30 June 2014
(Unaudited)
RM
31 December 2013
(Audited)
RM
Within one financial period/year
710,109
704,239
After one financial period/year but within five

financial years
568,200
707,850
1,278,309
1,412,089
B-39
ZICO HOLDINGS INC.

28. Segment information
Management has determined the operating segment based on the reports reviewed by the
chief operating decision maker. For management purposes, the Group is organised into
business units based on its services, and has three reportable operating segments as
follows:
(i)
Advisory and transactional services;
(ii)
Management and support services; and
(iii) Licensing.
Management monitors the operating results of the segment separately for the purposes of
making decisions about resources to be allocated and of assessing performance. Segment
performance is evaluated based on operating profit or loss which is similar to the accounting
profit or loss.
The accounting policies of the operating segments are the same of those described in the
summary of significant accounting policies. There is no asymmetrical allocation to reportable
segments. Management evaluates performance on the basis of profit or loss from operation
before tax expense not including non-recurring gains and losses.
There is no change from prior periods in the measurement methods used to determine
reported segment profit or loss.
Segment results include items directly attributable to a segment as well as those that can be
allocated on a reasonable basis.
Segment assets comprise primarily of plant and equipment, intangible assets, operating
receivables, cash and cash equivalents and exclude tax recoverable. Segment liabilities
comprise operating liabilities and exclude tax liabilities.
Segment capital expenditure is the total cost incurred during the financial period to acquire
segment assets that are expected to be used for more than one financial period.
B-40
ZICO HOLDINGS INC.

Advisory and
transactional
services
RM
Management
and support
services
RM
Licensing
RM
Total
RM
Unaudited
1 January 2014 to
30 June 2014
Revenue
External revenue
8,080,608
6,410,037
3,074,783
17,565,428
Results
Segment results
Interest income
Finance costs
4,305,702
42,305
(102,686)
2,193,258
3,070,150
9,569,110
42,305
(102,686)
4,245,321
2,193,258
3,070,150
9,508,729
Business segment
Income tax expense
(1,555,313)

Non-cash items
Allowance for impairment loss on
Gain on disposal of plant and
equipment
Capital expenditure
Plant and equipment
Unaudited
As at 30 June 2014
Segment assets
Segment liabilities
7,953,416
166,185
25,000
105,076
114,906
(239,143)
168,296
227,602
166,185
193,296
105,076
342,508
(239,143)
(70,000)
(70,000)
(4,350)
(4,350)
570,196
1,376,902
1,947,098
20,884,618
7,454,986
9,606,084
37,945,688
8,576,617
7,709,251
1,940,170
18,226,038
746,680
2,024,313
17,360
21,014,391
B-41
ZICO HOLDINGS INC.

Business segment
Advisory and
transactional
services
Management
and support
services
Licensing
Total
RM
RM
RM
RM
5,687,502
2,480,981
8,168,483
1,638,602
2,480,981
4,119,583
Unaudited
1 January 2013 to
30 June 2013
Revenue
External revenue
Results
Segment results
Interest income
Finance costs
131,606
131,606
(135,976)
(135,976)
2,480,981
1,634,232
Income tax expense
4,115,213
(268,136)
3,847,077
Non-cash items
1,192,388
1,192,388
25,000
25,000
121,632
121,632
2,680
2,680
Bad trade receivables recovered
29,840
29,840
41,287
41,287
Segment assets
22,739,987
3,046,371
25,786,358
Segment liabilities
16,492,555
16,492,555
Capital expenditure
Plant and equipment
Unaudited
As at 30 June 2013
283,115
53,739
16,829,409
B-42
ZICO HOLDINGS INC.

Geographical information
Revenue is based on the country in which the customer is located. Non-current assets
comprise primarily of plant and equipment, intangible assets and associates. Non-current
assets are shown by the geographical area in which the assets are located.
Singapore
RM
Malaysia
RM
Others
RM
Total
RM
1,761,227
11,878,528
3,925,673
17,565,428
1,344,564
3,921,520
2,902,399
8,168,483
6,081,748
2,995,218
9,076,966
5,271,454
5,271,454
Unaudited
1 January 2014 to 30 June 2014
customers
Unaudited
customers
Unaudited
As at 30 June 2014
Non-current assets
Unaudited
As at 30 June 2013
Non-current assets
Major customer
The revenue of the Group is mainly derived from the customers which are mainly
corporations, both domestic and multinationals. Due to the diverse base of customers to
whom the Group renders services in each of the reporting period, the Group is not reliant on
any customer for its sales and no one single customer accounted for 10% or more of the
Groups total revenue for the financial periods from 1 January 2013 to 30 June 2013 and 1
January 2014 to 30 June 2014.
29. Financial instruments, financial risks and capital management
There has been no change in the financial risk management of the Group and the Groups
overall capital risk management remains unchanged from last audited financial year.
B-43
ZICO HOLDINGS INC.

30. Contingent liabilities
Corporate guarantee in favour of a bank for

bank facilities utilised by an associate,
30 June 2014
(Unaudited)
RM
31 December 2013
(Audited)
RM
999,980
1,021,426
The Directors are of the view that it is unlikely that the financial institutions will call upon the
corporate guarantees in view of the financial strength of the associated company.
31. Events after reporting period
31.1 On 4 August 2014, ZICO Malaysia, ZICOlaw Partners Sdn Bhd (ZLP), ZICOlaw
(Thailand) Limited (ZTL) and Mr. Ruengrit Pooprasert (RP), an existing shareholder
of ZTL (collectively, the Parties) entered into a Shareholders Agreement whereby
ZICO Malaysia has agreed to transfer 1,020 ordinary shares of ZTL to RP for a
consideration of THB20,400 and 38,180 shares to ZLP for a consideration of
THB763,600.
31.2 On 28 July 2014, the Company entered into a Subscription Agreement with third
parties for the issue and allotment of 21,589 ordinary shares of the Company
(Subscription Shares), representing 2% of the Companys enlarged share capital.
The Subscription Shares are issued free from all liens, charges, equities and
encumbrances and rank pari passu in all respects with the ordinary shares in the
issued share capital of the Company.
31.3 On 6 August 2014, ZICO Malaysia and its wholly-owned subsidiary, ZICO International
Corporation (ZIC) entered into an agreement formalising an intent to convert ZICO
Limited Partnership (formerly known as ZICOlaw Limited Partnership) (ZICO LP)
from a limited partnership into a limited liability partnership under the Labuan Limited
Partnerships and Limited Liability Partnerships Act 2010.
On 14 August 2014, the intended conversion was approved and ZICO LP was
converted into a Labuan LLP known as ZICO (Labuan) LLP (ZICO Labuan). Pursuant
to the agreement between ZICO Malaysia and ZIC, ZICO Malaysia increased its
capital contribution in ZICO Labuan from US$100 to US$180 representing an increase
in its interest in ZICO Labuan from 50% to 90%, whereas ZIC decreased its capital
contribution in ZICO Labuan from US$100 to US$20 representing a decrease in its
interest in ZICO (Labuan) LLP from 50% to 10%. Accordingly, ZICO LP remains as a
subsidiary of ZICO Malaysia.
B-44
APPENDIX C INDEPENDENT AUDITORS ASSURANCE REPORT AND

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF
ZICO HOLDINGS INC. AND ITS SUBSIDIARIES FOR THE FINANCIAL YEAR
ENDED 31 DECEMBER 2013 AND THE FINANCIAL PERIOD
FROM 1 JANUARY 2014 TO 30 JUNE 2014
ZICO HOLDINGS INC.

Unaudited Pro Forma Consolidated Financial Information
For the financial year ended 31 December 2013 and
the financial period from 1 January 2014 to 30 June 2014
C-1
INDEPENDENT AUDITORS ASSURANCE REPORT ON

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION FOR THE
FINANCIAL YEAR ENDED 31 DECEMBER 2013 AND THE FINANCIAL PERIOD
30 October 2014
ZICO Holdings Inc.
Malaysia
Report on the pro forma financial information
We have completed our assurance engagement to report on the pro forma financial information
of ZICO Holdings Inc. (the Company) and its subsidiaries (the Group). The pro forma financial
information consists of the pro forma consolidated statements of financial position as at 31
December 2013 and 30 June 2014, the pro forma consolidated statements of comprehensive
income and the pro forma consolidated statements of cash flows for the financial year ended 31
December 2013 and the financial period from 1 January 2014 to 30 June 2014, and related notes
as set out on pages C-5 to C-20 of the Offer Document issued by the Company. The applicable
criteria (the Criteria) on the basis of which management has compiled the pro forma financial
information are described in Note 3.
The pro forma financial information has been compiled by management to illustrate the impact of
the significant events (the Significant Events) set out in Note 2 on:
(i)
the financial position of the Group as at 31 December 2013 and 30 June 2014 as if the
Significant Events had occurred on those dates; and
(ii)
the financial performance and cash flows of the Group for the financial year ended 31
December 2013 and the financial period from 1 January 2014 to 30 June 2014 as if the
Significant Events had occurred on 1 January 2013.
As part of this process, information about the Groups financial position, financial performance and
cash flows has been extracted by management from the Groups financial statements for the
financial year ended 31 December 2013 and the financial period from 1 January 2014 to 30 June
2014, on which an audit report and a review report respectively have been published.
Managements responsibility for the pro forma financial information
Management is responsible for compiling the pro forma financial information on the basis of the
applicable criteria.
C-2

FROM 1 JANUARY 2014 TO 30 JUNE 2014 (Continued)
Reporting accountants responsibilities
Our responsibility is to express an opinion about whether the pro forma financial information has
been compiled, in all material respects, by the management on the basis of the applicable criteria.
We conducted our engagement in accordance with Singapore Standard on Assurance
Engagements (SSAE) 3420, Assurance Engagements to Report on the Compilation of Pro Forma
Financial Information Included in a Prospectus, issued by the Institute of Singapore Chartered
Accountants. This standard requires that the reporting accountant comply with ethical
requirements and plan and perform procedures to obtain reasonable assurance about whether
management has compiled, in all material respects, the pro forma financial information on the
basis of the applicable criteria.
For purposes of this engagement, we are not responsible for updating or reissuing any reports or
opinions on any historical financial information used in compiling the pro forma financial
information, nor have we, in the course of this engagement, performed an audit or review of the
financial information used in compiling the pro forma financial information.
The purpose of pro forma financial information included in the Offer Document is solely to illustrate
the impact of the Significant Events on unadjusted financial information of the Group as if the
event had occurred or the transaction had been undertaken at an earlier date selected for
purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome
of the event or transaction at 31 December 2013 and 30 June 2014 would have been as
presented.
A reasonable assurance engagement to report on whether the pro forma financial information has
been compiled, in all material respects, on the basis of the applicable criteria involves performing
procedures to assess whether the applicable criteria used by the management in the compilation
of the pro forma financial information provide a reasonable basis for presenting the significant
effects directly attributable to the event or transaction, and to obtain sufficient appropriate
evidence about whether:
The related pro forma adjustments give appropriate effect to those criteria; and
The pro forma financial information reflects the proper application of those adjustments to the
unadjusted financial information.
The procedures selected depend on the reporting accountants judgement, having regard to the
reporting accountants understanding of the nature of the Company, the event or transaction in
respect of which the pro forma financial information has been compiled, and other relevant
engagement circumstances.
C-3

FROM 1 JANUARY 2014 TO 30 JUNE 2014 (Continued)
Reporting accountants responsibilities (Continued)
The engagement also involves evaluating the overall presentation of the pro forma financial
information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Opinion
In our opinion:
(a)
(b)
The pro forma financial information has been compiled:

(i)
in a manner consistent with the accounting policies adopted by the Group in its latest
audited financial statements, which are in accordance with International Financial
Reporting Standards;
(ii)
on the basis of the applicable criteria stated in Note 3 to the pro forma financial
information; and
each material adjustment made to the information used in the preparation of the pro forma
financial information is appropriate for the purpose of preparing such unaudited financial
information.
BDO LLP
Singapore
Leong Hon Mun Peter

Partner-in-charge
C-4
ZICO HOLDINGS INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
AS AT 31 DECEMBER 2013 AND 30 JUNE 2014
ASSETS
Non-current assets
Plant and equipment
Intangible assets
Associates
Deferred tax assets
Current assets
Prepayments
Total assets
31 December 2013
RM
30 June 2014
RM
2,001,151
5,659,100
38,262
2,892,057
5,965,739
13,733
31,993
7,698,513
8,903,522
13,965,954
51,348
208,557
4,258,738
21,576,253
915,104
53,607
6,402,378
18,484,597
28,947,342
26,183,110
37,850,864

Equity
Share capital
Retained earnings
3,281,113
3,294,696
(250,317)
10,208,770
6,794,092
(446,245)
Equity attributable to the owners of the parent

6,325,492
16,556,617
279,856
Total equity
6,325,492
16,836,473
Other payables
Provision
47,506
1,907,839
8,671
149,587
1,970,797
38,555
17,360
1,964,016
2,176,299
17,103,963
53,111
736,528
746,680
16,009,713
57,386
2,024,313
17,893,602
18,838,092
Total liabilities
19,857,618
21,014,391
26,183,110
37,850,864
Current liabilities
C-5
ZICO HOLDINGS INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2013 AND THE FINANCIAL PERIOD
1 January 2013 to
31 December 2013
RM
1 January 2014 to
30 June 2014
RM
12,063,604
17,565,428
113,428
1,968,244
42,305
784,727
14,145,276
18,392,460
(243,019)
(1,983,936)
(651,320)
(124,294)
(474,356)
(1,095,820)
(1,714,912)
(242,848)
45,584
(535,804)
(4,570,120)
(564,103)
(1,207,106)
(1,537,617)
(102,686)
20,471

Income tax expense
7,660,355
(855,034)
9,895,495
(1,555,313)
Profit for the financial year/period
6,805,321
8,340,182
Revenue
Interest income
Other income
Items of expense
Loss on disposal of a subsidiary
Loss on disposal of an associate
Other expenses
Finance costs

foreign operations
Reclassification arising from disposal of foreign
subsidiary
reclassified
financial year/period, net of tax
454,832
(241,285)
(197,854)
(239,143)
256,978

7,062,299
C-6
(480,428)
7,859,754
ZICO HOLDINGS INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2013 AND THE FINANCIAL PERIOD

Total comprehensive income attributable to:

Earnings per share

1 January 2013 to
31 December 2013
RM
1 January 2014 to
30 June 2014
RM
6,805,321
8,432,492
(92,310)
6,805,321
8,340,182
7,062,299
7,952,064
(92,310)
7,062,299
7,859,754
0.03
0.04
Note:
(1)
The calculations of pro forma pre-placement earnings per share for the financial year/period is based on the profit
attributable to owners of the parent for the financial year ended 31 December 2013 and the financial period from 1
January 2014 to 30 June 2014 and pre-placement share capital of 219,078,800.
C-7
ZICO HOLDINGS INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2013 AND THE FINANCIAL
PERIOD FROM 1 JANUARY 2014 TO 30 JUNE 2014
1 January 2013 to
31 December 2013
RM
Adjustments for:
trade receivables
Loss/(Gain) on disposal of subsidiaries
Interest income
Interest expense
Loss on disposal of associate
on acquisition of a subsidiary
on acquisition of intangible asset
Unrealised (gain)/loss on foreign exchange
capital changes
1 January 2014 to
30 June 2014
RM
8,334,910
9,895,495
1,445,933
166,185
(9,402)
50,000
269,864
193,020
88,808
651,320
(113,428)
124,294
(4,350)
193,296
105,076
342,508
(239,143)
(70,000)
(42,305)
16,227
203,822
81,350
35,497
106,654
58,201
(720,139)
(42,939)
5,109
(20,471)
41,141
10,676,415
10,470,118
(10,136,632)
(42,032)
6,382,020
(5,543,493)
(863,756)
(3,628,965)

Income tax paid
6,879,771
(300,528)
433,904
(93,656)
6,579,243
340,248

Prepayments
C-8
ZICO HOLDINGS INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2013 AND THE FINANCIAL
PERIOD FROM 1 JANUARY 2014 TO 30 JUNE 2014
1 January 2013 to
31 December 2013
RM
Acquisition of a subsidiary, net of cash acquired
Advances to related parties
Interest received
Payment for deferred consideration to acquire a
subsidiary
Payment for deferred consideration to acquire
intangible assets
Proceeds from disposals of plant and equipment
Purchase of intangible assets
(1,309,089)
(903,701)
39,000
44,510
(1,120,000)
1 January 2014 to
30 June 2014
RM
103,736
(869,591)
(29,568)
(130,055)
45,000
9,608
(480,000)
2,515,739
(1,682,962)
(1,372,638)
(200,000)
70,000
(557,736)
(4,269,141)
(1,558,606)
Advances from/(Repayment to) Director
Dividends paid
Interest paid
Proceed from issuance of ordinary shares
Proceed from issuance of preference shares
1,100,031
1,168,713
(5,500,000)
(760,429)
(72,328)
267,252
(8,800)
678,999
316,720
(7,516,000)
(16,227)
6,927,657
149
(746,680)
(23,644)
(4,064,013)
(120,574)

Effect of exchange rate changes on cash and
cash equivalents
(1,753,911)
(1,338,932)
3,398,406
3,998,501
176,619
4,869
1,821,114
2,664,438
Cash and cash equivalents at end of financial

year/period
C-9
ZICO HOLDINGS INC.

STATEMENTS OF ADJUSTMENTS FOR THE UNAUDITED PRO FORMA CONSOLIDATED
STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2013
ASSETS
Non-current assets
Plant and equipment
Intangible assets
Associates
Audited
consolidated
statement of
financial
position
RM
1,018,346
3,976,138
598,472
Unaudited
pro forma
consolidated
statement of
financial
position
RM
Pro forma
adjustments
Note 4
RM
982,805
1,682,962
(560,210)
(i), (ii)
(i)
(iii)
5,592,956
Current assets
Prepayments
Total assets
Equity
Share capital
Retained earnings
Total equity
Other payables
18,702,425
51,348
208,557
8,521,151
7,698,513
(4,736,471)
(ii), (iii)
(4,262,413)
(ii)

13,965,954
51,348
208,557
4,258,738
27,483,481
18,484,597
33,076,437
26,183,110
3,281,113
7,852,401
34,183
(4,557,705)
(284,500)
(ii), (iii)
(ii)
3,281,113
3,294,696
(250,317)
11,167,697
6,325,492
47,506
1,907,839
49,095
47,506
1,907,839
8,671
(40,424)
(ii)
2,004,440
Current liabilities
2,001,151
5,659,100
38,262
16,163,450
2,465,810
1,275,040
1,964,016
940,513
(2,412,699)
(538,512)
(i), (ii),
(iii)
(ii)
(ii)
17,103,963
53,111
736,528
19,904,300
17,893,602
Total liabilities
21,908,740
19,857,618
33,076,437
26,183,110
C-10
ZICO HOLDINGS INC.

STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2014
As at 30 June 2014
Unaudited
consolidated
statement of
financial
position
RM
ASSETS
Non-current assets
Plant and equipment
Intangible assets
Associates
Deferred tax assets
2,892,057
5,965,739
187,177
31,993
Unaudited
pro forma
consolidated
statement of
financial
position
RM
Pro forma
adjustments
Note 4
RM
(173,444)
(iii)
9,076,966
Current assets
Prepayments
21,497,633
915,104
53,607
6,402,378
2,892,057
5,965,739
13,733
31,993
8,903,522
78,620
(iii)
21,576,253
915,104
53,607
6,402,378
28,868,722
28,947,342
Total assets
37,945,688
37,850,864

Equity
Share capital
Retained earnings
10,208,770
6,888,916
(446,245)
Equity attributable to the owners of

the parent
16,651,441
279,856
16,556,617
279,856
Total equity
16,931,297
16,836,473
149,587
1,970,797
38,555
17,360
149,587
1,970,797
38,555
17,360
2,176,299
2,176,299
746,680
16,009,713
57,386
2,024,313
746,680
16,009,713
57,386
2,024,313
18,838,092
18,838,092
Total liabilities
21,014,391
21,014,391
37,945,688
37,850,864
Other payables
Provision
Current liabilities
C-11
(94,824)
(iii)
10,208,770
6,794,092
(446,245)
ZICO HOLDINGS INC.

STATEMENT OF COMPREHENSIVE INCOME FOR THE FINANCIAL YEAR ENDED
31 DECEMBER 2013
1 January 2013 to 31 December 2013

Revenue
Interest income
Other income
Audited
consolidated
statement of
comprehensive
income
RM
Pro forma
adjustments
Note 4
RM
19,219,492
(7,155,888)
113,428
1,976,687
(8,443)
Unaudited
pro forma
consolidated
statement of
comprehensive
income
RM
(ii)
12,063,604
(ii)
113,428
1,968,244
21,309,607
Items of expense
Loss on disposal of a subsidiary
Loss on disposal of an associate
Other expenses
Finance costs
(295,746)
(3,761,476)
(864,885)
(1,095,820)
(3,110,822)
(276,164)
1,077,435

Income tax expense
12,982,129
(1,377,925)
11,604,204

translation of foreign operations
Reclassification arising from disposal of
foreign subsidiary
financial year, net of tax
14,145,276
52,727
1,777,540
(651,320)
(124,294)
390,529
(ii)
(ii)
(ii)
(iii)
(ii)
1,395,910
33,316
(1,031,851)
(ii)
(ii)
(iii)
(243,019)
(1,983,936)
(651,320)
(124,294)
(474,356)
(1,095,820)
(1,714,912)
(242,848)
45,584
(ii)
7,660,355
(855,034)
522,891
6,805,321
498,155
(43,323)
(ii)
454,832
(197,854)
(ii)
(197,854)
498,155
256,978

financial year
12,102,359
7,062,299
11,604,204
(4,798,883)
(ii), (iii)
6,805,321
Total comprehensive income attributable

to owners of the parent
12,102,359
(5,040,060)
(ii), (iii)
7,062,299
Earnings per share

0.05
C-12
0.03
ZICO HOLDINGS INC.

STATEMENT OF COMPREHENSIVE INCOME FOR THE FINANCIAL PERIOD FROM
1 JANUARY 2014 TO 30 JUNE 2014

Revenue

Interest income
Other income
Unaudited
interim
consolidated
statement of
comprehensive
income
RM
Unaudited
pro forma
interim
consolidated
statement of
comprehensive
income
RM
Pro forma
adjustments
Note 4
RM
17,565,428
17,565,428
42,305
784,727
42,305
784,727
18,392,460
18,392,460
Items of expense
Amortisation and depreciation
expenses
Other expenses
Finance costs
net of tax
(535,804)
(4,570,120)
(564,103)
(1,207,106)
(1,537,617)
(102,686)
(535,804)
(4,570,120)
(564,103)
(1,207,106)
(1,537,617)
(102,686)

Income tax expense
9,508,729
(1,555,313)
9,895,495
(1,555,313)
7,953,416
8,340,182

translation of foreign operations
Reclassification arising from disposal
of foreign subsidiary
Income tax relating to items that will
or may be reclassified
Other comprehensive income for
the financial period, net of tax
Total comprehensive income for
the financial period
(366,295)
386,766
(iii)
20,471
(241,285)
(241,285)
(239,143)
(239,143)
(480,428)
7,472,988
C-13
(480,428)
7,859,754
ZICO HOLDINGS INC.

STATEMENT OF COMPREHENSIVE INCOME FOR THE FINANCIAL PERIOD FROM

Unaudited
interim
consolidated
statement of
comprehensive
income
RM
8,045,726
(92,310)
Unaudited
pro forma
interim
consolidated
statement of
comprehensive
income
RM
Pro forma
adjustments
Note 4
RM
386,766
(iii)
7,953,416
attributable to:
Earnings per share

7,565,298
(92,310)
8,432,492
(92,310)
8,340,182
386,766
(iii)
7,952,064
(92,310)
7,472,988
7,859,754
0.04
0.04
C-14
ZICO HOLDINGS INC.

STATEMENT OF CASH FLOWS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2013

Audited
consolidated
statement of
cash flows
RM
Pro forma
adjustments
Note 4
RM
12,982,129
(4,647,219)
Adjustments for:
doubtful trade receivables written
back
Bad trade and other receivables written
off
Loss on disposal of subsidiary
Interest income
Interest expense
Loss on disposal of associate
subsidiary
consideration on acquisition of
intangible asset
Prepayments written off
net of tax
Unrealised gain on foreign exchange
(1,077,435)
(42,939)

capital changes
14,280,295

Prepayments
(8,841,958)
(42,032)
1,008,616
Unaudited
pro forma
consolidated
statement of
cash flows
RM
(ii), (iii)
1,445,933
1,445,933
(9,402)
50,000
269,864
245,746
88,808
(113,428)
36,845
8,334,910
(9,402)
50,000
(52,726)
(ii)
651,320
(ii)
(36,845)
124,294
(ii)
(iii)
269,864
193,020
88,808
651,320
(113,428)
124,294
203,822
203,822
35,497
106,654
58,201
35,497
106,654
58,201

Income tax paid
6,404,921
(617,824)
5,787,097
C-15
357,296
(iii)
(720,139)
(42,939)
10,676,415
(1,294,674)
(ii), (iii)
5,373,404
(i), (ii)
317,296
(10,136,632)
(42,032)
6,382,020
6,879,771
(300,528)
6,579,243
ZICO HOLDINGS INC.

STATEMENT OF CASH FLOWS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2013

Advances to related parties
Interest received
acquire a subsidiary
acquire intangible asset
Proceed from disposal of subsidiary
Purchase of intangible assets
Audited
consolidated
statement of
cash flows
RM
(1,120,000)
(1,167,435)
(480,000)
(152,045)
(5,048,760)
Advance from related parties
Advance from shareholder
Advance from director
Dividends paid
Interest paid
1,168,713
1,354,747
1,100,031
(5,500,000)
(36,845)
2,412,700
(760,429)
(72,328)

equivalents
Cash and cash equivalents at beginning
of financial year
Effect of exchange rate changes on
financial year
Pro forma
adjustments
Note 4
RM
(1,309,089)
(903,701)
39,000
44,510
Unaudited
pro forma
consolidated
statement of
cash flows
RM
(1,309,089)
(903,701)
39,000
44,510
1,167,435
(ii)
(1,120,000)
2,515,739
(1,682,962)
(1,220,593)
(ii)
(i)
(i)
(480,000)
2,515,739
(1,682,962)
(1,372,638)
(4,269,141)
(1,354,747)
(ii)
36,845
(2,412,700)
(ii)
(ii)
1,168,713
1,100,031
(5,500,000)
(760,429)
(72,328)
(333,411)
(4,064,013)
404,926
(1,753,911)
3,398,406
195,169
3,998,501
C-16
3,398,406
(18,550)
(ii)
176,619
1,821,114
ZICO HOLDINGS INC.

STATEMENT OF CASH FLOWS FOR THE FINANCIAL PERIOD FROM

Adjustments for:
doubtful trade receivables written
back
Bad trade and other receivables written
off
Gain on disposal of plant and
equipment
Interest income
Interest expense
subsidiary
consideration on acquisition of
intangible asset
net of tax
Unrealised loss on foreign exchange
Unaudited
interim
consolidated
statement of
cash flows
RM
Pro forma
adjustments
Note 4
RM
9,508,729
386,766
Unaudited
pro forma
interim
consolidated
statement of
cash flows
RM
(iii)
9,895,495
166,185
166,185
(4,350)
193,296
(4,350)
193,296
105,076
342,508
(239,143)
105,076
342,508
(239,143)
(70,000)
(42,305)
16,227
(70,000)
(42,305)
16,227
81,350
81,350
5,109
5,109
366,295
41,141
(386,766)
(iii)
(20,471)
41,141

capital changes
10,470,118
10,470,118

Prepayments
(5,543,493)
(863,756)
(3,628,965)
(5,543,493)
(863,756)
(3,628,965)

Income tax paid
433,904
(93,656)
433,904
(93,656)
340,248
340,248
C-17
ZICO HOLDINGS INC.

STATEMENTS OF ADJUSTMENTS FOR THE UNAUDITED PRO FORMA
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE FINANCIAL PERIOD FROM

Acquisition of a subsidiary, net of cash
acquired
Advance to associates
Advance to related parties
Interest received
acquire intangible assets
Proceed from disposals of plant and
equipment
Repayment to directors
Dividends paid
Interest paid
Proceed from issuance of ordinary
shares
Proceed from issuance of preference
shares
equivalents
Cash and cash equivalents at beginning
of financial period
Effect of exchange rate changes on
financial period
Unaudited
interim
consolidated
statement of
cash flows
RM
Pro forma
adjustments
Note 4
RM
Unaudited
pro forma
interim
consolidated
statement of
cash flows
RM
103,736
(29,568)
(869,591)
(130,055)
45,000
9,608
103,736
(29,568)
(869,591)
(130,055)
45,000
9,608
(200,000)
(200,000)
70,000
(557,736)
70,000
(557,736)
(1,558,606)
(1,558,606)
267,252
(8,800)
678,999
316,720
(7,516,000)
(16,227)
267,252
(8,800)
678,999
316,720
(7,516,000)
(16,227)
6,927,657
6,927,657
149
(746,680)
(23,644)
149
(746,680)
(23,644)
(120,574)
(120,574)
(1,338,932)
(1,338,932)
3,998,501
3,998,501
4,869
4,869
2,664,438
2,664,438
C-18
ZICO HOLDINGS INC.

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION FOR
THE FINANCIAL YEAR ENDED 31 DECEMBER 2013 AND THE FINANCIAL PERIOD FROM
1.
Corporate information
ZICO Holdings Inc. (the Company) was incorporated in Federal Territory of Labuan
Malaysia on 9 December 2010 under the Labuan Companies Act 1990 as a Labuan company
in the name of ZICOlaw Holdings Inc.. With effect from 30 April 2014, the name of the
Company was changed to ZICO Holdings Inc.. The Companys registration number is
LL07968.
The Companys registered office and principal place of business are located at Unit Level
13(A), Main Office Tower, Financial Park Labuan, Jalan Merdeka, 87000 Federal Territory of
Labuan, Malaysia.
2.
Significant events
Save for the following significant events relating to the acquisition and disposal of assets (the
Significant Events), the Directors of the Company, as at the date of this report, are not
aware of any significant acquisitions/disposals of assets which have occurred since
1 January 2014 and any significant changes made to the capital structure of the Company
subsequent to 31 December 2013:
3.
On 1 January 2014, the Group entered into a sale and purchase agreement with a
related party to acquire information technology system which includes computer
software and hardware for a consideration of RM1,682,962 and RM1,220,593
respectively;
On 31 March 2014, the Group disposed its entire equity interest in ZICOlaw Singapore
Pte. Ltd. to third parties, for an aggregate consideration of RM2,515,739; and
On 4 August 2014, the Group disposed its equity interest in ZICOlaw (Thailand) Limited
(ZICOlaw Thailand) comprising 39,200 ordinary shares, for an aggregate cash
consideration of RM78,620 (THB784,000) to a third party.
Basis of preparation of the unaudited pro forma consolidated financial information

The Group in this unaudited pro forma consolidated financial information relates to the
companies referred to in the entities within ZICO Holdings Inc. and its subsidiaries (the
Group).
The unaudited pro forma consolidated financial information, which are presented in Ringgit
Malaysia, have been prepared based on audited consolidated financial statements of the
Group for the financial year ended 31 December 2013 and unaudited interim condensed
consolidated financial statements for the financial period from 1 January 2014 to 30 June
2014, prepared in accordance with International Financial Reporting Standards by the
Directors of the Company. The consolidated financial statements for the financial year ended
31 December 2013 and interim condensed consolidated financial statements for the financial
period from 1 January 2014 to 30 June 2014 were audited and reviewed by BDO LLP in
accordance with International Standards on Auditing and International Standard on Review
Engagements 2410 respectively. The auditors report on these financial statements were not
qualified.
C-19
ZICO HOLDINGS INC.

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION FOR
THE FINANCIAL YEAR ENDED 31 DECEMBER 2013 AND THE FINANCIAL PERIOD FROM
3.
Basis of preparation of the unaudited pro forma consolidated financial information

(Continued)
The unaudited pro forma consolidated financial information is prepared using the same
accounting policies as the audited consolidated financial statements of the Group for the
financial year ended 31 December 2013 and the unaudited interim consolidated financial
statements of the Group for the financial period from 1 January 2014 to 30 June 2014.
The unaudited pro forma consolidated financial information for the financial year ended
31 December 2013 and the financial period from 1 January 2014 to 30 June 2014 are
prepared for illustrative purposes only. These are prepared based on certain assumptions
and after making certain adjustments to show what:
the financial position of the Group as at 31 December 2013 and 30 June 2014 would
have been if the Significant Events had occurred on those dates; and
the financial performance and cash flows of the Group for the financial year ended
31 December 2013 and the financial period from 1 January 2014 to 30 June 2014 would
have been if the Significant Events discussed above had occurred on 1 January 2013
and 1 January 2014 respectively.
Based on the assumptions discussed above, the material adjustments as set out in Note 4
have been made to the unaudited consolidated financial statements of the Group in arriving
at the unaudited pro forma consolidated financial information.
The unaudited pro forma consolidated financial information, because of their nature, is not
necessarily indicative of the results of the operations, cash flows or the related effects on the
financial position that would have been attained had the Significant Events actually occurred
earlier. Save as disclosed in the Explanatory Notes, the Directors of the Company, for the
purposes of preparing this set of unaudited pro forma consolidated financial information,
have not considered the effects of the other events.
4.
Pro forma adjustments

The following pro forma adjustments were made assuming the transactions occurred on
1 January 2013:
(i)
inclusion of pro forma financial information for the financial year ended 31 December
2013, where the Group entered into a sale and purchase agreement with a related party
to acquire information technology system which includes computer software and
hardware for consideration of RM1,682,962 and RM1,220,593 respectively;
(ii)
inclusion of pro forma financial information for the financial year ended 31 December
2013, where the Group disposed its entire equity interest in ZICOlaw Singapore Pte.
Ltd. to third parties, for an aggregate consideration of RM2,515,739; and
(iii) inclusion of pro forma financial information for the financial year ended 31 December
2013 and for the financial period from 1 January 2014 to 30 June 2014, where the Group
disposed its equity interest in ZICOlaw Thailand, comprising 39,200 ordinary shares, for
an aggregate cash consideration of RM78,620 (THB784,000) to a third party.
C-20
APPENDIX D COMPARISON BETWEEN SINGAPORE COMPANIES LAW

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

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

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

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

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

The powers of the directors are subject to

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

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

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

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

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

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


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

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

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

Giving of Financial Assistance to Purchase the Issuers or its Holding Companys Shares
A Labuan company may provide financial
assistance, whether directly or indirectly, for the
purposes of or in connection with the purchase
of its own shares or the shares of any of its
subsidiaries or of its holding company in the
following circumstances:
Generally, a company is prohibited from giving

financial assistance to any person directly or
indirectly for the purpose of, or in connection
with, the acquisition of that companys shares
or shares in its holding company.
(i)
in the ordinary course of its business, if

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

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

loan, the giving of a guarantee, the provision of
security, and the release of a debt or obligation.
Certain transactions are specifically provided
by the Singapore Companies Act not to be
prohibited. These include the payment of a
dividend in good faith and in the ordinary
course of commercial dealing, the payment by a
company pursuant to a reduction of capital in
accordance with the Singapore Companies Act,
the giving by a company in good faith and in the
ordinary course of commercial dealing of any
representation, warranty or indemnity in
relation to an offer to the public of, or an
invitation to the public to subscribe for or
purchase shares or units of shares in the
company, and the entering into by the company,
in good faith and in the ordinary course of
commercial dealing, of an agreement with a
subscriber for shares in the company permitting
the subscriber to make payments for the shares
by instalments.
(iii) to employees (other than an employee

who is also a director) of the company or
of any of its subsidiaries or of its holding
company.
D-4


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

Every director of a Labuan company who is in
any way, whether directly or indirectly,
interested in a contract or proposed contract
with the company shall, as soon as practicable
after the relevant facts have come to his
knowledge, declare the nature of his interest at
a meeting of the directors of the company or
caused to be circulated in writing to all the other
directors particulars of his interest.
The above does not apply in a case where the
interest of the director of a Labuan company
consists only in him being a member or creditor
of another Labuan company which is interested
in a contract or proposed contract with the
first-mentioned company, if that interest may
properly be regarded as not being a material
interest.
The Singapore Companies Act provides that,

where a director of a company is directly or
indirectly interested in a transaction or
proposed transaction with that company, such a
director must, as soon as practicable after the
relevant facts have come to his knowledge,
declare the nature of his interest at a meeting of
directors of the company. For these purposes,
an interest of a member of a directors family
(this includes his spouse, natural, step or
adopted children) is treated as an interest of
that director.
The Singapore Companies Act also provides
that every director of a company who holds any
office or possesses any property whereby
whether directly or indirectly duties or interests
might be created in conflict with his duties or
interests as director shall declare at a meeting
of the directors of the company the fact and the
nature, character and extent of the conflict. For
this purpose, an interest of a member of a
directors family shall be treated as an interest
of the director.
D-5

Resident directors shall be deemed to be

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

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

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

Directors
Under the Labuan Companies Act, every

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

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

(i)
an officer of a Labuan trust company

approved by the Labuan Financial
Services Authority under the Labuan
Securities Act 2010;
D-6

(ii)
No person other than a natural person who has

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

company wholly owned by a Labuan trust
company;
(iii) an officer of a domestic company granted

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

appointment of directors at a general meeting
must generally be voted on individually. In
addition, no person of or over the age of 70
years shall be appointed as a director of a
public company or of a subsidiary of a public
company, unless he has been appointed, reappointed or authorised to continue in office as
a director by an ordinary resolution passed at
an annual general meeting of the company until
the next general meeting of the company.
Subject to the provisions of the Singapore
Companies Act, the articles of association of a
company may also empower the board of
directors to appoint any directors to fill a casual
vacancy or an additional director.
Under the Labuan Companies Act, there is no

requirement for a company incorporated in
Labuan to have an independent director.
Under the Singapore Companies Act, there is

no requirement for a company incorporated in
Singapore to have an independent director.
However, the Listing Manual which applies to
companies listed on the Catalist Board of the
SGX-ST contains requirements relating to
board composition.
Licensed entities in Labuan are subject to

separate requirements under other Labuan
legislations to maintain an independent board.
The issuers board must have at least 2 nonexecutive directors who are independent and
free of any material business or financial
connection with the issuer.
In addition, the Code of Corporate Governance
2012 (COCG) requires that at least one-third
of the board be independent.
D-7

Audit Committee
Audit Committee
There is no requirement under the Labuan

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

Companies Act, every company that is
incorporated in Singapore and listed, is
required to have an audit committee.
Such an audit committee shall be appointed by
the directors from among their number and
shall be composed of three or more members of
whom a majority shall not be:
(i)
executive directors of the company or any

related corporation;
(ii)
a spouse, parent, brother, sister, son or

adopted son or daughter or adopted
daughter of an executive director of the
company or of any related corporation; or
(iii) any person having a relationship which, in

the opinion of the board of directors, would
interfere with the exercise of independent
judgment in carrying out the functions of
an audit committee.
Further guidelines on the audit committee is set
out in the COCG:
(i)
the audit committee should comprise at

least three directors, all non-executive,
the majority of whom including the
chairman, should be independent; and
(ii)
at least two members of the audit

committee, including the chairman, should
have recent and relevant accounting or
related financial management expertise or
experience, as the board interprets such
qualification in its business judgment, to
be appropriately qualified to discharge
their audit committee responsibilities.
D-8

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

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

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

the formation or management of a
corporation has been proved against him;
a charge for any act involving fraud or
dishonesty has been proved against him;
or
(iii) is an undischarged bankrupt or insolvent,

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

director of a company by the Singapore courts
for a period not exceeding five years if (a) he is
or has been a director of a company which has
at any time gone into liquidation (whether while
he was a director or within three years of his
ceasing to be a director) and was insolvent at
that time and (b) his conduct makes him unfit to
be a director of a company.
A person may, subject to certain exceptions,
also be disqualified from acting as a director by
the Singapore courts for a period of three years
if he is a director of a company which is ordered
to be wound up by the Singapore courts on the
ground that it is being used for purposes
against national security or interest.
He could also be disqualified on other grounds,
such as conviction of any offence (whether in
Singapore or elsewhere) involving fraud or
dishonesty
which
is
punishable
with
imprisonment for three months or more, or
because of persistent default in relation to
delivery of documents to the Registrar of
Companies appointed under the Singapore
Companies Act.
D-9

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

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

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

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

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

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

Companies Act, the articles of association of a
company may prescribe the manner in which a
director may be removed from office before the
expiration of his term of office.
D-10

Mergers and Similar Arrangements

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

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

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

specified in the above paragraphs.
The Singapore Companies Act provides that

the Singapore courts have the authority, in
connection
with
a
scheme
for
the
reconstruction of any company or companies or
the amalgamation of any two or more
companies and that under the scheme the
whole or any part of the undertaking or the
property of any company concerned in the
scheme (the transferor company) is to be
transferred to another company (the transferee
company), to order that the transfer to the
transferee company of the whole or any part of
the undertaking and of the property or liabilities
of the transferor company. Such power only
exists in relation to companies incorporated in
Singapore.
The Singapore Companies Act further provides
for a voluntary amalgamation process without
the need for a court order. Under this voluntary
amalgamation process, two or more companies
may amalgamate and continue as one
company, which may be one of the
amalgamating companies or a new company, in
accordance with the procedures set out in the
Singapore Companies Act. As part of these
procedures, the board of directors of each of
the amalgamating company must make a
solvency statement in relation to both the
amalgamating company and the amalgamated
company.
D-11

Notwithstanding the above, two or more

Labuan companies may amalgamate and
continue as a new Labuan company provided
that an amalgamating Labuan company shall
not be a licensed entity under the Labuan
Securities Act or the Labuan Islamic Financial
Services and Securities Act 2010. An
amalgamation proposal shall be approved by
the members of each amalgamating Labuan
company by special resolution in the manner
provided in the articles of each amalgamating
Labuan company. A Labuan company, a foreign
Labuan company or a corporation may
amalgamate and continue as a Labuan
company registered in Labuan provided that the
Labuan company, the foreign Labuan company
or the corporation, as the case may be, shall
not be a licensed entity under the Labuan
Securities Act or the Labuan Islamic Financial
Services and Securities Act 2010.
The Labuan Companies Act 1990 also provides
for a short form amalgamation where a Labuan
company and one or more of its wholly-owned
subsidiaries to amalgamate and continue as
one Labuan company.
Appraisal Rights
The Labuan Companies Act does not provide
for appraisal rights to shareholders of a
company in connection with a plan of
arrangement.
The Singapore Companies Act does not provide

for appraisal rights to the shareholders of a
company in connection with a merger.
D-12

Shareholders Suits and Protection of Minority Shareholders

The Labuan Companies Act does not provide
for situations where shareholders of a company
can apply to the court to remedy situations
where the directors have exercised powers in
an oppressive manner; the directors powers
are being exercised in disregard of the interests
of one or more of the members; or the company
has done or threatens to do an act which
unfairly discriminates against or is otherwise
prejudicial to one or more of the companys
members.
Notwithstanding the absence of such statutory
provisions, shareholders of a company may still
bring actions under common law.
A member or a holder of a debenture of a

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

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

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

for damage done to the company may bring a
common law derivative action in certain
circumstances against the persons who have
done wrong to the company.
The Labuan Companies Act does provide,
however, that if a person has engaged, is
engaging or intends to engage in conduct that
constituted, constitutes or would constitute a
contravention, an attempt to contravene, an
attempt that aids, abets, advises or procures a
person to contravene, an attempt to induce a
person to contravene, an attempt by which any
person would be in any way knowingly
concerned in or party to a contravention or an
attempt of conspiracy with others to contravene
the Labuan Companies Act, the court may, on
the application of the Labuan Financial
Services Authority, or of a person whose
interest have been, are or would be affected by
the conduct, grant an injunction, on such terms
as the court thinks appropriate, restrain the
first-mentioned person from engaging in the
conduct or require that person to do any act or
thing.
D-13

Malaysian courts have wide discretion as to the

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

relief they may grant under such application,
including, inter alia, directing or prohibiting any
act or cancelling or varying any transaction or
resolution, providing that the company be
wound up, or authorising civil proceedings to be
brought in the name of or on behalf of the
company by such person or persons and on
such terms as the court directs.
In addition, a member of a company who is
seeking relief for damage done to the company
may bring a common law derivative action in
certain circumstances against the persons who
have done wrong to the company. Further,
Section 216A of the Singapore Companies Act
prescribes a procedure to bring a statutory
derivative action. The statutory procedure is
available to, inter alia, a member of a company
not listed on the SGX-ST, any other person
who, in the discretion of the court, is a proper
person to make an application under Section
216A of the Singapore Companies Act.
Shareholders Action by Written Consent

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

Singapore Companies Act, a private company
may pass any resolution by written means
(save for any resolution to dispense with the
holding of annual general meetings or any
resolution which special notice is required) in
accordance with the provisions of the
Singapore Companies Act. There is no
corresponding provision in the Singapore
Companies Act which applies to a public
company.
D-14

Shareholders Proposals
The directors of a Labuan company,
notwithstanding anything in the articles of
association of the Labuan company, shall, on
the requisition of ten or more members, or
members holding at the date of the deposit of
the requisition not less than one-tenth of the
total paid-up capital of the company, forthwith
proceed to convene a meeting of members.
Under the Singapore Companies Act, (a) any

number of members representing not less than
5.0% of the total voting rights of all the
members having at the date of requisition a
right to vote at a meeting to which the
requisition relates or (b) not less than 100
members holding shares on which there has
been paid up an average sum, per member, of
not less than S$500, may requisition the
company to give to members notice of any
resolution which may properly be moved and is
intended to be moved at the next annual
general meeting, and circulate to members any
statement of not more than 1,000 words with
respect to the matter referred to in any
proposed resolution or the business to be dealt
with at that meeting.
Members holding not less than 10.0% of the
paid up capital of a company, or in the case of
a company not having a share capital, of
members representing not less than 10% of the
total voting rights of all members having a right
to vote at general meetings, may requisition for
an
extraordinary
general
meeting
in
Singapore Companies Act. The directors must
convene the meeting to be held as soon as
practicable, but in any case not later than two
months, after the receipt by the company of the
requisition.
Two or more members holding not less than
10.0% of the company issued share capital may
also call a meeting of the company in
Singapore Companies Act.
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Winding Up and Dissolution

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

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

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

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

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

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

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

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

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

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

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

provision is made in the memorandum or
articles of association of a company for
authorising the variation or abrogation of the
rights attached to any class of shares in the
company and in pursuance of that provision
such rights are at any time varied or abrogated,
the holders of not less in aggregate than 5.0%
of the issued shares of that class may apply to
the Singapore courts to have the variation or
abrogation cancelled in accordance with the
The Singapore courts may, if satisfied that the
variation or abrogation would unfairly prejudice
the shareholders of the class represented by
the applicant, disallow the variation or
abrogation, and shall if not so satisfied, confirm
it.
Amendment of Constitutional Documents

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

Labuan company may, by special resolution,
alter or add to its memorandum or articles of
association.
Any alteration or addition so made in the
memorandum or articles of association shall
take effect from the date the notice of the
relevant resolution is lodged with the Labuan
Financial Services Authority and be as valid as
if originally contained therein and be subject in
like manner to alteration by special resolution.
Amendments
to
Memorandum
Association and Articles of Association
of
Unless otherwise provided in the Singapore

Companies Act, a Companys memorandum of
association may be altered by way of special
resolution, except that any entrenching
provision in the memorandum and any
provision contained in the memorandum before
1 April 2004 which could not be altered before
that date may be removed or altered only if all
members of the company agree.
For these purposes, the term entrenching
provision means a provision of the
memorandum or articles of association of a
company to the effect that other specified
provisions of the memorandum or articles (a)
may not be altered in the manner provided by
the Singapore Companies Act, or (b) may not
be so altered except by a resolution passed by
a specified majority greater than 75.0%, or
where other specified conditions are met.
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Subject to the Singapore Companies Act and to
any conditions in its memorandum, a
companys articles of association may be
altered by way of special resolution except that
any entrenching provision in the articles of
association may be removed or altered only if
all members of the company agree.
Any alteration to the articles of association
takes effect on and from the date of the special
resolution approving such alteration or such
later date as is specified in the resolution.
Directors Fiduciary Duties

In addition to the directors statutory duties
under the Labuan Companies Act, every
director by virtue of his office occupies a
fiduciary position with respect to the company.
Every director by virtue of his office occupies a

fiduciary position with respect to the company.
A director is not permitted to place himself in a
situation where his interests conflict with his
duty.
Breaches of such duties would render the

director liable to the company for any profit
made by him for any damage suffered by the
company as a result of such contravention and
the director will be guilty of an offence under the
Labuan Companies Act.
Duties are imposed upon any person who

becomes a director of a company and breaches
of these duties may lead to criminal or civil
liabilities. Such duties are governed by statute
and common law.
Such duties include (without limitation) duties of
care and skill and duties to act in good faith in
the best interest of the company, as well as the
statutory duty under the Singapore Companies
Act to act honestly and to use reasonable
diligence in the discharge of the duties of his
office at all times.
Conversion
There is no limit to the number of members of a
Labuan company and as such, there is no
distinction between a Labuan private company
and a Labuan public company. There is
therefore no mechanism for conversion under
the Labuan Companies Act as this is not
applicable.
The Singapore Companies Act provides that a

private company may be converted to a public
company and vice versa by, inter alia, passing a
special resolution. A limited company could be
converted into an unlimited company and vice
versa by complying with the provisions in the
D-18
APPENDIX E SUMMARY OF LABUAN COMPANIES LAW

Our Company was incorporated in Labuan, Malaysia on 9 December 2010 as a company limited
by shares under the Labuan Companies Act. We set out below a summary of certain provisions
of Labuan companies law, although this does not purport to contain all applicable qualifications
and exceptions or to be a complete review of all matters of Labuan companies law, which may
differ from equivalent provisions in other jurisdiction:
Operations
The Company shall carry out business on in, from or through Labuan. The Company shall file an
annual return signed by a director or the company secretary with the Labuan Financial Services
Authority once in each calendar year, not later than 30 days prior to the anniversary of the date
of its incorporation and pay an annual fee as may be prescribed, on or before the anniversary of
the date of its incorporation.
Share capital
The Labuan Companies Act provides that the shares of a Labuan company shall have no par or
nominal value. The power to issue shares in a Labuan company is usually vested with the
directors of the Labuan company subject to any restrictions in the articles of association of the
Labuan company.
The Labuan Companies Act further provides that, subject to confirmation by the court, a Labuan
company may, if so authorised by its articles of association, by special resolution reduce its share
capital in any way and in particular, without limiting the generality of the foregoing:
(a)
extinguish or reduce the liability of any of its shares in respect of share capital not paid up;
(b)
cancel any paid-up capital which is lost or unrepresented by available assets; or
(c)
pay off any paid-up share capital which is in excess of the needs of the company, or which
it is otherwise in the interest of the company as a whole to have paid off,
and may, so far as necessary, alter its memorandum by reducing the amount of its share capital
and of its shares accordingly.
Membership
The Labuan Companies Act provides that a Labuan company (i.e. a company limited by shares,
a company limited by guarantee or an unlimited company) is required to keep a register of its
members and enter therein:
(a)
the names, nationalities and addresses, and any other relevant information and particulars,
of the members, and a statement of the shares held by each member, distinguishing each
share by its number (if any) or by the number (if any) of the certificate evidencing the
members holding and of the amount paid or agreed to be considered as paid on the shares
of each member,
(b)
the date at which the name of each person was entered in the register as a member,
(c)
the date at which any person who ceased to be a member during the previous seven (7)
years so ceased to be a member; and
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(d)
the date of every allotment of shares to members and the number of shares comprised in
each allotment.
The articles of association of the Company, provides that if the registered shareholder is the
Depository or any other corporation approved as a depository company or corporation for the
purposes of the Singapore Companies Act for the holding and transfer of book-entry securities,
any depositor named in the Depository Register shall be recognised as the shareholder of the
Company. Further, the Depository or its nominee company shall, in relation to deposited securities
which are registered in its name, be deemed to be a bare trustee for the depositors.
Financial assistance to purchase shares of a company or its holding company
Pursuant to the Labuan Companies Act, a Labuan company may provide financial assistance,
whether directly or indirectly, for the purpose of or in connection with the purchase of its own
shares or the shares of any of its subsidiaries in the following circumstances:
(a)
in the ordinary course of its business, if the lending of money is part of the ordinary business
of the Labuan company;
(b)
where the transaction has been approved by a special resolution of the company, and the
directors have certified to the meeting, in writing, to the effect that there are no reasonable
grounds for believing that (i) the company is, or would after giving the financial assistance be,
insolvent; or (ii) the realisable value of the companys asset, excluding the amount of any
financial assistance in the form of a loan and in the form of assets pledged or encumbered
to secure a guarantee, would, after giving the financial assistance or loan, be less than the
aggregate of the companys liabilities and stated capital; or
(c)
to employees (other than an employee who is also a director) of the company or of any of its
subsidiaries or of its holding company.
Purchase by a Labuan company of its own shares

A Labuan company may purchase its own shares where its memorandum or articles so provide,
and by special resolution provided that the purchases thereof, whether direct or indirect, shall be
made to the extent of any solvent surplus available and provided further that the shares are fully
paid and a minimum of one (1) shareholder, other than the Labuan company itself, would remain
after the purchase.
Any payment made by the Labuan company in consideration of the purchase of its own shares
may be made out of the Labuan companys capital or profits so long as the directors declare by
way of a solvency declaration that:
(a)
the Labuan company is able to pay its debt in full at the time of such payment and will be able
to pay its debt as they fall due in the normal course of business during the period of twelve
(12) months immediately following the date of payment; and
(b)
the value of the Labuan companys assets is not less than the value of its liabilities (including
contingent liabilities) and will not after the proposed purchase become less than the value of
its liabilities (including contingent liabilities).
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A Labuan company having a share capital may issue preference shares which are, or at the option
of the company are to be, liable to be redeemed, and the redemption shall be effected only on
such terms and in such manner as are provided by its articles of association. Any redemption of
the preference shares shall not be taken as reducing the amount of share capital of the Labuan
company and these shares shall not be redeemed unless they are fully paid up.
Dividends
Section 140 of the Labuan Companies Act provides that a Labuan company may pay its dividend
to its shareholders out of profit.
Protection of minorities
The Labuan Companies Act does not have any express provision on the protection of minorities.
However, the articles of association of the Company provides that any member or holder of a
debenture of the Company may apply to the court for an order on the ground(a)
that the affairs of the Company are being conducted or the powers of the directors are being
exercised in a manner oppressive to one or more of the members or holders of debentures
including himself or in disregard of his or their interests as members, shareholders or holders
of debentures of the Company; or
(b)
that some act of the Company has been done or is threatened or that some resolution of the
members, holders of debentures or any class has been passed or is proposed which unfairly
discriminates against or is otherwise prejudicial to one or more of the members or holders of
debentures.
Management
The Labuan Companies Act contains no specified restriction on the powers of directors to dispose
of assets of the Labuan company. However, the Labuan Companies Act provides that every officer
of a Labuan company shall at all times act honestly and use reasonable diligence in the discharge
of the duties of his office. In addition, a director of a Labuan company shall at all times exercise
his powers for a proper purpose and in good faith in the best interest of the Labuan company.
Accounting and auditing requirements
A Labuan company must cause proper accounting and other records which sufficiently explain the
transaction and financial position of the company to be kept properly at the registered office of the
company or such other place in Labuan as the directors think fit. These accounting records must
be open for inspection by any director and shall be kept in such manner as to enable them to be
conveniently and properly audited.
Section 110(2) of the Labuan Companies Act provides that every company and the directors to
cause appropriate entries to be made in the accounting and other records of the company within
90 days of the completion of the transactions to which they relate.
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Further, the directors of the Labuan company shall also cause to be laid the audited or unaudited
accounts before the company at a meeting of members not more than nine (9) months after the
date to which the audited or unaudited accounts are made up and these audited or unaudited
accounts shall be sent to all members of the company together with a copy of the auditors report
not less than seven (7) days before the date of the meeting of members.
Loans to directors
There is no express provision in the Labuan Companies Act prohibiting the making of loans by a
Labuan company to any of its directors.
Inspection of corporate records
The members of a Labuan company shall have the right to inspect the register of members of the
Labuan company. The Labuan Companies Act, however, does not contain any express provision
prohibiting the members of a Labuan company to obtain copies of the other corporate records. As
such, the members may have the rights to do so if so provided in the companys articles of
association.
Winding up
Section 131 of the LCA provides that the provisions of Part VIII and Part X of the Companies Act
1965 (CA) shall apply to receivership and winding up of a Labuan company, subject to
modification and adaptations as may be necessary, and in a particular references to a company
shall be taken as references to a Labuan company.
The winding up of a Labuan company may be done in the following ways:
(a)
members voluntary winding up,
(b)
creditors voluntary winding up,
(c)
court compulsory winding up, and
(d)
alternative voluntary winding up procedure for Labuan companies which are solvent.
A voluntary winding up may be done willingly by its members or creditor. In such a case, the
directors of the company shall be required to make a statutory declaration in the prescribed form
to be lodged with the registrar of companies and with the official receiver appointed under the
Bankruptcy Act, 1967. The voluntary winding up requires a resolution to be passed and this
resolution may be passed under the following circumstances:
(a)
when the period fixed under the memorandum or articles of association expires, or
(b)
occurrence of certain events which the memorandum or articles of association provide that
the company is to be dissolved, or
(c)
the company passes a resolution in the general meeting requiring the company to be wound
up voluntarily, or
(d)
the company resolves by special resolution to be wound up.
E-4

The company is obliged to cease to carry on its business from the time of passing the resolution
for voluntary winding up or upon the appointment of a liquidator before the resolution for the
voluntary winding up was passed, at the time when the statutory declaration was lodged with the
registrar of companies.
The circumstances for court compulsory winding up of a company are governed under Section 218
of the Labuan Companies Act. The most common situation where a winding up petition is brought
upon a company is pursuant to Section 218 (e) of the Labuan Companies Act whereby the
company is deemed to be unable to pay its creditors. A company shall be deemed to be unable
to pay its debt if (i) a creditor to whom the company is indebted in a sum exceeding five hundred
ringgit (RM500) serves on the company at the registered office a demand requiring the company
to pay and the company fails to pay the said amount within 21 days, (ii) execution or other process
issued on a judgment, decree or order of any court in favour of a creditor of the company is
returned unsatisfied in whole or in part; or (iii) it is proved to the satisfaction of the court that the
company is unable to pay its debts, and in determining whether a company is unable to pay its
debts, the court shall take into account the contingent and prospective liabilities of the company.
Section 131A of the Labuan Companies Act provides that where a Labuan company has ceased
to operate and has discharged all its debts and liabilities, any officer or member of the Labuan
company may, apply to the Authority for a declaration of dissolution of the Labuan company.
However, before making an application to the Authority, the company shall ensure that a notice to
the effect that the company proposes to apply to the Labuan Financial Services Authority for a
declaration of dissolution of the Labuan company (i) is being published in at least one (1)
newspaper widely circulated in Malaysian and one (1) international financial newspaper in an
advertisement, and (ii) is being sent by registered post to each director and to each member of the
Labuan company at the last known address of which the Labuan company has notice. Thereafter,
the Authority may dissolve the Labuan company unless written objection is made to the Authority
within 30 days from the date the notice was posted provided always that the Authority shall not
make a declaration of dissolution of a Labuan company earlier than 30 days after the date of
publication or posting.
Arrangements and Reconstructions
The Labuan Companies Act provides that the directors of a Labuan company may, by resolution
of directors, approve a plan of arrangement containing the specific details of the proposed
arrangement and make an application to the court to approve the proposed arrangements.
A plan of arrangement includes:
(a)
a reorganisation or reconstruction of a Labuan company incorporated under the Labuan

Companies Act;
(b)
a merger of consolidation of one or more Labuan companies with one or more other Labuan
companies, if the surviving company or the consolidated company is a Labuan company;
(c)
a separation of two or more businesses carried on by a Labuan company;
(d)
a merger or consolidation of one or more Labuan companies with one or more corporations;
or
(e)
any combination of any of the things specified in the above paragraphs.
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Upon approval of the plan of arrangement by the directors, the Labuan company shall make an
application to the court for approval of the proposed arrangement. The court may thereafter, make
an interim or final order and in making the order, the court may:
(a)
determine what notice, if any, of the proposed arrangement is to be given to any person;
(b)
determine whether approval of the proposed arrangement by any person should be obtained
and the manner of obtaining the approval;
(c)
determine whether any holder of shares, debt obligations or other securities in the company
may dissent from the proposed arrangement and received payment of the value of his
shares, debt obligations or other securities;
(d)
conduct a hearing and permit any interested persons to appear; and
(e)
approve or reject the plan or arrangement as proposed or approve it with such amendments
as it may direct,
provided that the court is satisfied that the requirements of the laws of the jurisdiction in which the
company is incorporated, registered or established in order to allow it to proceed with the
arrangement have been complied with.
Compulsory acquisition
There is no provision in the Labuan Companies Act which provides for compulsory acquisition of
a Labuan company.
Indemnification
The Labuan Companies Act does not limit the extent to which a companys articles of association
may provide for indemnification of officers and directors except to the extent that any such
provision may be held by the court to be contrary to public policy. However, the articles of
association of the Company provides that the Company may not indemnify the directors and
officers of the Company against any liability which by law would otherwise attach to them in
respect of any negligence, wilful default, breach of duty or breach of trust of which they may be
guilty for.
E-6
APPENDIX F SELECTED EXTRACTS OF OUR ARTICLES OF ASSOCIATION

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

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

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

Article 92 Chief Executive Officer/Managing Director to be subject to retirement by rotation
Any Director who is appointed as a Chief Executive Officer/Managing Director (or an
equivalent appointment) shall be subject to the same provisions as to retirement by rotation,
resignation and removal as the other Directors of the Company. The appointment of any
Director to the office of Chief Executive Officer/Managing Director (or any Director holding an
equivalent appointment) shall not automatically determine if he ceases from any cause to be
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a Director, unless the contract or resolution under which he holds office shall expressly state
otherwise, in which event such determination shall be without prejudice to any claim for
damages for breach of any contract of service between him and the Company.
Article 95(1)(viii) Vacation of office of director
Subject as herein otherwise provided or to the terms of any subsisting agreement, the office
of a Director shall be vacated subject to the provisions of the Companies Act, at the
conclusion of the Annual General Meeting commencing next after he attains the age of
seventy (70) years.
Article 97 Retirement of directors by rotation
Subject to these Articles and to the Labuan Companies Act, at each Annual General Meeting
at least one-third of the Directors for the time being (or, if their number is not a multiple of
three (3), the number nearest to but not less than one-third) shall retire from office by
rotation. Provided that all Directors shall retire from office at least once every three (3) years.
Article 98 Selection of directors to retire
The Directors to retire by rotation shall include (so far as necessary to obtain the number
required) any Director who is due to retire at the meeting by reason of age or who wishes to
retire and not to offer himself for re-election. Any further Directors so to retire shall be those
of the other Directors subject to retirement by rotation who have been longest in office since
their last re-election or appointment or have been in office for the three (3) years since their
last election. However as between persons who became or were last re-elected Directors on
the same day, those to retire shall (unless they otherwise agree among themselves) be
determined by lot. A retiring Director shall be eligible for re-election.
Article 99 Deemed re-elected
The Company at the meeting at which a Director retires under any provision of these Articles
may by ordinary resolution fill up the vacated office by electing a person thereto. In default
the retiring Director shall be deemed to have been re-elected, unless:
(i)
at such meeting it is expressly resolved not to fill up such vacated office or a resolution
for the re-election of such Director is put to the meeting and lost; or
(ii)
such Director is disqualified under the Companies Act from holding office as a Director
or has given notice in writing to the Company that he is unwilling to be re-elected;
(iii) such Director is disqualified from acting as a director in any jurisdiction for reasons
other than on technical grounds; or
(iv) such Director has attained any retiring age applicable to him as a Director.
F-4

(e)
The number of shares, if any, required for the qualification of a director

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

Article 3 Issue of new shares
Subject to the Labuan Companies Act and these Articles, no shares may be issued by the
Directors without the prior sanction of an ordinary resolution of the Company in general
meeting but subject thereto and to Article 46, and to any special rights attached to any shares
for the time being issued, the Directors may issue, allot or grant options over or otherwise
deal with or dispose of the same to such persons on such terms and conditions and for such
consideration and at such time and subject or not to the payment of any part of the amount
thereof in cash as the Directors may think fit, and any shares may be issued in such
denominations or with such preferential, deferred, qualified or special rights, privileges or
conditions as the Directors may think fit, and preference shares may be issued which are or
at the option of the Company are liable to be redeemed, the terms and manner of redemption
being determined by the Directors.
Article 4(1) Rights attached to certain shares
Preference shares may be issued subject to such limitations thereof as may be prescribed
by any stock exchange upon which shares in the Company may be listed and the rights
attaching to shares other than ordinary shares shall be expressed in the Memorandum of
Association or these Articles. The total number of issued preference shares shall not exceed
the total number of issued ordinary shares at any time. Preference shareholders shall have
the same rights as ordinary shareholders as regards receiving of notices, reports and
balance sheets and attending general meetings of the Company. Preference shareholders
shall also have the right to vote at any meeting convened for the purpose of reducing the
capital or winding up or sanctioning a sale of the undertaking of the Company or where the
proposal to be submitted to the meeting directly affects their rights and privileges or when the
dividend on the preference shares is more than six (6) months in arrears.
Article 4(2)
The Company has power to issue further preference capital ranking equally with, or in priority
to, preference shares from time to time already issued or about to be issued.
Article 6(2) Rights of preference shareholders
The repayment of preference capital other than redeemable preference or any other
alteration of preference shareholder rights, may only be made pursuant to a special
resolution of the preference shareholders concerned. Provided always that where the
necessary majority for such a special resolution is not obtained at the general meeting,
F-5

consent in writing if obtained from the holders of three-fourths of the preference shares
concerned within two (2) months of the general meeting, shall be as valid and effectual as
a special resolution carried at the general meeting.
Article 15(1) Entitlement to certificate
Shares must be allotted and certificates despatched within ten (10) market days of the final
closing date for an issue of shares unless the Exchange shall agree to an extension of time
in respect of that particular issue. The Depository must despatch statements to successful
investor applicants confirming the number of shares held under their Securities Accounts.
Persons entered in the Register of Members as registered holders of shares shall be entitled
to certificates within ten (10) market days after lodgement of any transfer. Every registered
shareholder shall be entitled to receive share certificates in reasonable denominations for his
holding and where a charge is made for certificates, such charge shall not exceed S$2 (or
such other fee as the Directors may determine having regard to any limitation thereof as may
be prescribed by any stock exchange upon which the shares of the Company may be listed).
Where a registered shareholder transfers part only of the shares comprised in a certificate
or where a registered shareholder requires the Company to cancel any certificate or
certificates and issue new certificates for the purpose of subdividing his holding in a different
manner the old certificate or certificates shall be cancelled and a new certificate or
certificates for the balance of such shares issued in lieu thereof and the registered
shareholder shall pay a fee not exceeding S$2 (or such other fee as the Directors may
determine having regard to any limitation thereof as may be prescribed by any stock
exchange upon which the shares of the Company may be listed) for each such new certificate
as the Directors may determine. Where the member is a Depositor the delivery by the
Company to the Depository of provisional allotments or share certificates in respect of the
aggregate entitlements of Depositors to new shares offered by way of rights issue or other
preferential offering or bonus issue shall to the extent of the delivery discharge the Company
from any further liability to each such Depositor in respect of his individual entitlement.
Article 20(1) Directors power to decline to register
Subject to these Articles, there shall be no restriction on the transfer of fully paid up shares
except where required by law or by the rules, bye-laws or listing rules of the Exchange but
the Directors may in their discretion decline to register any transfer of shares upon which the
Company has a lien and in the case of shares not fully paid up may refuse to register a
transfer to a transferee of whom they do not approve. If the Directors shall decline to register
any such transfer of shares, they shall give to both the transferor and the transferee written
notice of their refusal to register as required by the Labuan Companies Act and the listing
rules of the Exchange.
Article 46 Rights and privileges of new shares
Subject to any special rights for the time being attached to any existing class of shares, the
new shares shall be issued upon such terms and conditions and with such rights and
privileges annexed thereto as the general meeting resolving upon the creation thereof shall
direct and if no direction be given as the Directors shall determine; subject to the provisions
of these Articles and in particular (but without prejudice to the generality of the foregoing)
such shares may be issued with a preferential or qualified right to dividends and in the
distribution of assets of the Company or otherwise.
F-6

Article 70(1) Voting rights of Members
Subject and without prejudice to any special privileges or restrictions as to voting for the time
being attached to any special class of shares for the time being forming part of the capital
of the Company and to Article 5, each Member entitled to vote may vote in person or by proxy
or attorney, and (in the case of a corporation) by a representative. A person entitled to more
than one (1) vote need not use all his votes or cast all the votes he uses in the same way.
Article 70(3)
Notwithstanding anything contained in these Articles, a Depositor shall not be entitled to
attend any general meeting and to speak and vote thereat unless his name is certified by the
Depository to the Company as appearing on the Depository Register not later than forty-eight
(48) hours before the time of the relevant general meeting (the cut-off time) as a Depositor
on whose behalf the Depository holds shares in the Company. For the purpose of
determining the number of votes which a Depositor or his proxy may cast on a poll, the
Depositor or his proxy shall be deemed to hold or represent that number of shares entered
in the Depositors Securities Account at the cut-off time as certified by the Depository to the
Company, or where a Depositor has apportioned the balance standing to his Securities
Account as at the cut-off time between two (2) proxies, to apportion the said number of
shares between the two (2) proxies in the same proportion as specified by the Depositor in
appointing the proxies; and accordingly no instrument appointing a proxy of a Depositor shall
be rendered invalid merely by reason of any discrepancy between the number of shares
standing to the credit of that Depositors Securities Account as at the cut-off time, and the
true balance standing to the Securities Account of a Depositor as at the time of the relevant
general meeting, if the instrument is dealt with in such manner as aforesaid.
Article 71 Voting rights of joint holders
Where there are joint holders of any share any one (1) of such persons may vote and be
reckoned in a quorum at any meeting either personally or by proxy or by attorney or in the
case of a corporation by a representative as if he were solely entitled thereto but if more than
one (1) of such joint holders is so present at any meeting then the person present whose
name stands first in the Register of Members or the Depository Register (as the case may
be) in respect of such share shall alone be entitled to vote in respect thereof. Several
executors or administrators of a deceased Member in whose name any share stands shall for
the purpose of this Article be deemed joint holders thereof.
Article 72 Voting rights of members of unsound mind
If a Member be a lunatic, idiot or non-compos mentis, he may vote whether on a show of
hands or on a poll by his committee, curator bonis or such other person as properly has the
management of his estate and any such committee, curator bonis or other person may vote
by proxy or attorney, provided that such evidence as the Directors may require of the
authority of the person claiming to vote shall have been deposited at the Office not less than
forty-eight (48) hours before the time appointed for holding the meeting.
Article 73 Right to vote
Subject to the provisions of these Articles, every Member either personally or by proxy or by
attorney or in the case of a corporation by a representative shall be entitled to be present and
to vote at any general meeting and to be reckoned in the quorum thereat in respect of shares
F-7

fully paid and in respect of partly paid shares where calls are not due and unpaid. In the event
a member has appointed more than one (1) proxy, only one (1) proxy is counted in
determining the quorum.
(g)
Any change in capital

Article 49(1) Power to consolidate, cancel and subdivide shares
The Company may by ordinary resolution alter its share capital in the manner permitted
under the Labuan Companies Act including without limitation:
(i)
consolidate and divide all or any of its shares;
(ii)
cancel the number of shares which, at the date of the passing of the resolution, have
not been taken or agreed to be taken by any person or which have been forfeited and
diminish its share capital in accordance with the Labuan Companies Act;
(iii) subdivide its shares or any of them (subject to the provisions of the Labuan Companies
Act), provided always that in such subdivision the proportion between the amount paid
and the amount (if any) unpaid on each reduced share shall be the same as it was in
the case of the share from which the reduced share is derived; and
(iv) subject to the provisions of these Articles and the Labuan Companies Act, convert any
class of shares into any other class of shares.
Article 49A Repurchase of Companys shares
The Company may purchase its own shares provided that (i) the purchases thereof, whether
direct or indirect, shall be made to the extent of any solvent surplus available, (ii) the
purchase is approved via a special resolution of the Company, and (iii) the purchase is made
in accordance with the provisions in section 48A of the Labuan Companies Act and the rules
of the Exchange.
Article 50 Power to reduce capital
The Company may by special resolution reduce its share capital or any other undistributable
reserve in any manner subject to any requirements and consents required by law. Without
prejudice to the generality of the foregoing, upon cancellation of any share purchased or
otherwise acquired by the Company pursuant to these presents and the Labuan Companies
Act, the number of issued shares of the Company shall be diminished by the number of
shares so cancelled, and where any such cancelled shares were purchased or acquired out
of the capital of the Company, the amount of the share capital of the Company shall be
reduced accordingly.
(h)
Any change in the respective rights of the various classes of shares including the
action necessary to change the rights, indicating where the conditions are different
from those required by the applicable law
Article 6(1) Variation of rights
If at any time the share capital is divided into different classes, the repayment of preference
capital other than redeemable preference capital and the rights attached to any class (unless
otherwise provided by the terms of issue of the shares of that class) may, subject to the
F-8

provisions of the Labuan Companies Act, whether or not the Company is being wound up,
only be made, varied or abrogated with the sanction of a special resolution passed at a
separate general meeting of the holders of shares of the class and to every such special
resolution, the provisions of Section 101 of the Labuan Companies Act shall, with such
adaptations as are necessary, apply. To every such separate general meeting, the provisions
of these Articles relating to general meetings shall mutatis mutandis apply; but so that the
necessary quorum shall be two (2) persons at least holding or representing by proxy or by
attorney one-third of the issued shares of the class and that any holder of shares of the class
present in person or by proxy or by attorney may demand a poll. Provided always that where
the necessary majority for such a special resolution is not obtained at the general meeting,
consent in writing if obtained from the holders of three-fourths of the issued shares of the
class concerned within two (2) months of the general meeting shall be as valid and effectual
as a special resolution carried at the general meeting.
Article 7 Creation or issue of further shares with special rights
The rights conferred upon the holders of the shares of any class issued with preferred or
other rights shall, unless otherwise expressly provided by the terms of issue of the shares of
that class or by these Articles, be deemed to be varied by the creation or issue of further
shares ranking equally therewith.
(i)
Any time limit after which a dividend entitlement will lapse and an indication of the
party in whose favour this entitlement operates
Article 129(1) Unclaimed dividends
The payment by the Directors of any unclaimed dividends or other monies payable on or in
respect of a share into a separate account shall not constitute the Company a trustee in
respect thereof. All dividends unclaimed after being declared may be invested or otherwise
made use of by the Directors for the benefit of the Company and any dividend unclaimed
after a period of six (6) years from the date of declaration of such dividend may be forfeited
and if so shall revert to the Company but the Directors may at any time thereafter at their
absolute discretion annul any such forfeiture and pay the dividend so forfeited to the person
entitled thereto prior to the forfeiture. For the avoidance of doubt no Member shall be entitled
to any interest, share of revenue or other benefit arising from any unclaimed dividends,
howsoever and whatsoever. If the Depositor returns any such dividend or money to the
Company, the relevant Depositor shall not have any right or claim in respect of such dividend
or money against the Company if a period of six (6) years has elapsed from the date of the
declaration of such dividend or the date on which such other money was first payable.
(j)
Any limitation on the right to own shares including limitations on the right of
non-resident or foreign shareholders to hold or exercise voting rights on the shares
Article 10 Depository or its nominee company deemed to be bare trustee
The Depository or its nominee company shall, in relation to deposited securities which are
registered in its name, be deemed to be a bare trustee for the Depositors.
F-9

Article 19 Person under disability
No share shall in any circumstances be transferred to any infant, bankrupt or person of
unsound mind but nothing herein contained shall be construed as imposing on the company
any liability in respect of the registration of such transfer if the company has no actual
knowledge of the same.
Article 47(1) Issue of new shares to Members
Subject to any direction to the contrary that may be given by the Company in general
meeting, or except as permitted under the Exchanges listing rules, all new shares shall
before issue be offered to the Members in proportion, as nearly as the circumstances admit,
to the number of the existing shares to which they are entitled or hold. The offer shall be
made by notice specifying the number of shares offered, and limiting a time within which the
offer, if not accepted, will be deemed to be declined, and, after the expiration of that time, or
on the receipt of an intimation from the person to whom the offer is made that he declines to
accept the shares offered, the Directors may dispose of those shares in such manner as they
think most beneficial to the Company. The Directors may likewise so dispose of any new
shares which (by reason of the ratio which the new shares bear to shares held by persons
entitled to an offer of new shares) cannot, in the opinion of the Directors, be conveniently
offered under this Article.
Article 47(2)
Notwithstanding Article 47(1) above but subject to the Labuan Companies Act and the
byelaws and listing rules of the Exchange, the Company may by ordinary resolution in
general meeting give to the Directors a general authority, either unconditionally or subject to
such conditions as may be specified in the ordinary resolution to:
(i)
issue shares in the capital of the Company (whether by way of rights, bonus or
otherwise); and/or
(ii)
make or grant Instruments; and/or
(iii) (notwithstanding the authority conferred by the ordinary resolution may have ceased to
be in force) issue shares in pursuance of any Instrument made or granted by the
Directors while the ordinary resolution was in force;
provided that:
(a)
the aggregate number of shares or Instruments to be issued pursuant to the ordinary

resolution (including shares to be issued in pursuance of Instruments made or granted
pursuant to the ordinary resolution but excluding shares which may be issued pursuant
to any adjustments effected under any relevant Instrument) does not exceed any
applicable limits prescribed by the Exchange;
(b)
in exercising the authority conferred by the ordinary resolution, the Company shall
comply with the listing rules for the time being in force (unless such compliance is
waived by the Exchange) and the Articles; and
F-10

(c)
(unless revoked or varied by the Company in general meeting) the authority conferred
by the ordinary resolution shall not continue in force beyond the conclusion of the
Annual General Meeting next following the passing of the ordinary resolution, or the
date by which such Annual General Meeting is required by law to be held, or the
expiration of such other period as may be prescribed by the Labuan Companies Act
(whichever is the earliest).
Article 47(3)
Notwithstanding Article 47(1) above but subject to the Labuan Companies Act, the Directors
shall not be required to offer any new shares to members to whom by reason of foreign
securities laws such offers may not be made without registration of the shares or a
prospectus or other document, but may sell the entitlements to the new shares on behalf of
such Members in such manner as they think most beneficial to the Company.
F-11
G-1
(1)
Whether the company has power to issue further

preference capital ranking equally with, or in priority
to preference shares already issued must be
expressed.
The rights attaching to shares of a class other than

ordinary shares must be expressed.
(b)
(c)
The total number of issued preference shares shall

not exceed the total number of issued ordinary shares
issued at any time.
(a)
Capital
Appendix 4C Requirement
Yes
Yes
Yes
Complied
(Yes/No/Not applicable)
The Company has power to issue further preference

capital ranking equally with, or in priority to, preference
shares from time to time already issued or about to be
issued.
Article 4(2)
Preference shares may be issued subject to such

limitations thereof as may be prescribed by any stock
exchange upon which shares in the Company may be
listed and the rights attaching to shares other than ordinary
shares shall be expressed in the Memorandum of
Association or these Articles.
Article 4(1)
The total number of issued preference shares shall not

exceed the total number of issued ordinary shares at any
time.
Article 4(1)
Article
APPENDIX G COMPARISON BETWEEN OUR ARTICLES OF ASSOCIATION AND APPENDIX 4C OF THE CATALIST RULES
G-2
(d)
Preference Shareholders must have the same rights

as ordinary shareholders as regards receiving
notices, reports and balance sheets, and attending
general meetings of the issuer. Preference
shareholders must also have the right to vote at any
meeting convened for the purpose of reducing the
capital, or winding up, or sanctioning a sale of the
undertaking of the issuer, or where the proposition to
be submitted to the meeting directly affects their
rights and privileges, or when the dividend on the
preference shares is in arrear for more than six
months.
Yes
Complied
Preference shareholders shall have the same rights as

ordinary shareholders as regards receiving of notices,
reports and balance sheets and attending general
meetings of the Company. Preference shareholders shall
also have the right to vote at any meeting convened for the
purpose of reducing the capital or winding up or
sanctioning a sale of the undertaking of the Company or
where the proposal to be submitted to the meeting directly
affects their rights and privileges or when the dividend on
the preference shares is more than six (6) months in
arrears.
Article 4(1)
Article
G-3
(e)
Subject to any direction to the contrary that may be

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

by the Company in general meeting, or except as
permitted under the Exchanges listing rules, all new
shares shall before issue be offered to the Members in
proportion, as nearly as the circumstances admit, to the
number of the existing shares to which they are entitled or
hold. The offer shall be made by notice specifying the
number of shares offered, and limiting a time within which
the offer, if not accepted, will be deemed to be declined,
and, after the expiration of that time, or on the receipt of an
intimation from the person to whom the offer is made that
he declines to accept the shares offered, the Directors may
dispose of those shares in such manner as they think most
beneficial to the Company. The Directors may likewise so
dispose of any new shares which (by reason of the ratio
which the new shares bear to shares held by persons
entitled to an offer of new shares) cannot, in the opinion of
the Directors, be conveniently offered under this Article.
Article 47(1)
Article
G-4
(f)

Companies Act, if any share certificates shall be
defaced, worn-out, destroyed, lost or stolen, it may
be renewed on such evidence being produced and a
letter of indemnity (if required) being given by the
shareholder, transferee, person entitled, purchaser,
member company of the Exchange or on behalf of
its/their client(s) as the directors of the company shall
require, and in the case of defacement or wearing
out, on delivery of the old certificate and in any case
on payment of such sum not exceeding two dollars as
the directors may from time to time require. In the
case of destruction, loss or theft, a shareholder or
person entitled to whom such renewed certificate is
given shall also bear the loss and pay to the company
all expenses incidental to the investigations by the
company of the evidence of such destruction or loss.
Yes
Complied
Subject to the provisions of the Act, if any share certificate

shall be defaced, worn out, destroyed, lost or stolen, it may
be renewed on such evidence being produced and a letter
of indemnity (if required) being given by the shareholder,
transferee, person entitled, purchaser, member firm or
member company of the Exchange or on behalf of its or
their client or clients as the Directors of the Company shall
require, and (in case of defacement or wearing out) on
delivery up of the old certificate and in any case on
payment of such sum not exceeding S$2 (or such other fee
as the Directors may determine having regard to any
limitation thereof as may be prescribed by any stock
exchange upon which the shares of the Company may be
listed) as the Directors may from time to time require. In
the case of destruction, loss or theft, a shareholder or
person entitled to whom such renewed certificate is given
shall also bear the loss and pay to the Company all
expenses incidental to the investigations by the Company
of the evidence of such destruction or loss.
Article 16(1)
Article
G-5
(3)
(2)
(a)
The companys lien on shares and dividends from

time to time declared in respect of such shares, shall
be restricted to unpaid calls and instalments upon the
specific shares in respect of which such monies are
due and unpaid, and to such amounts as the
company may be called upon by law to pay in respect
of the shares of the member or deceased member.
Forfeiture And Lien
Every member shall be entitled to receive share

certificates in reasonable denominations for his holding
and where a charge is made for certificates, such charge
shall not exceed two dollars.
Certificate
Yes
Yes
Complied
The Company shall have a first and paramount lien and

charge on every share (not being a fully paid share) in the
name of each Member (whether solely or jointly with
others) and on the dividends declared or payable in
respect thereof for all unpaid calls and instalments due on
any such share and interest and expenses thereon but
such lien shall only be upon the specific shares in respect
of which such calls or instalments are due and unpaid and
to such amounts as the Company may be called upon by
law to pay in respect of the shares of the Member or
deceased Member.
Article 41
Every registered shareholder shall be entitled to receive

share certificates in reasonable denominations for his
holding and where a charge is made for certificates, such
charge shall not exceed S$2 (or such other fee as the
Directors may determine having regard to any limitation
thereof as may be prescribed by any stock exchange upon
which the shares of the Company may be listed).
Article 15(1)
Article
G-6
(4)
If any shares are forfeited and sold, any residue after

the satisfaction of the unpaid calls and accrued
interest and expenses, shall be paid to the person
whose shares have been forfeited, or his executors,
administrators or assignees or as he directs.
The company will accept for registration a transfer in

the form approved by the Exchange.
Any fee charged on the transfer of securities shall not

exceed two dollars per transfer.
(a)
(b)
Transfer And Transmission
(b)
Yes
Yes
Yes
Complied
The Directors may decline to register any instrument of

transfer unless such fee not exceeding S$2 (or such other
fee as the Directors may determine having regard to any
limitation thereof as may be prescribed by any stock
exchange upon which the shares of the Company may be
listed) as the Directors may from time to time require, is
paid to the Company in respect thereof.
Article 20(2)(i)
Subject to these Articles, any Member may transfer all or

any of his shares but every instrument of transfer of the
legal title in shares must be in writing and in the form for
the time being approved by the Directors and the
Exchange.
Article 17(1)
The net proceeds of sale, whether of a share forfeited by

the Company or of a share over which the Company has a
lien, after payment of the costs of such sale shall be
applied in or towards payment or satisfaction of the unpaid
call and accrued interest and expenses and the residue (if
any) paid to the Member entitled to the share at the time of
sale or his executors, administrators or assigns or as he
may direct.
Article 44
Article
G-7
(5)
Any articles which entitles a company to refuse to

register more than three persons as joint holders of a
share must be expressed to exclude the case of
executors or trustees of a deceased shareholder.
(d)
The repayment of preference capital other than

redeemable preference capital, or any alteration of
preference shareholders rights, may only be made
pursuant to a special resolution of the preference
shareholders concerned, provided always that where the
necessary majority for such a special resolution is not
obtained at the meeting, consent in writing if obtained from
the holders of three-fourths of the preference shares
concerned within two months of the meeting, shall be as
valid and effectual as a special resolution carried at the
meeting.
Modification Of Rights
There shall be no restriction on the transfer of fully

paid securities except where required by law or by the
Rules, Bye-Laws or Listing Rules of the Exchange.
(c)
Yes
Yes
Yes
Complied
The repayment of preference capital other than

redeemable preference or any other alteration of
preference shareholder rights may only be made pursuant
to a special resolution of the preference shareholders
concerned. Provided always that where the necessary
majority for such a special resolution is not obtained at the
general meeting, consent in writing if obtained from the
holders of three-fourths of the preference shares
concerned within two (2) months of the general meeting,
shall be as valid and effectual as a special resolution
carried at the general meeting.
Article 6(2)
The Company shall not be bound to register more than

three (3) persons as the joint holders of any share except
in the case of executors, trustees or administrators of the
estate of a deceased Member.
Article 14(1)
Subject to these Articles, there shall be no restriction on

the transfer of fully paid up shares except where required
by law or by the rules, bye-laws or listing rules of the
Exchange.
Article 20(1)
Article
G-8
(7)
(6)
The notices convening meetings shall specify the place,

day and hour of the meeting, and shall be given to all
shareholders at least fourteen days before the meeting.
Where notices contain special resolutions, they must be
given to shareholders at least twenty-one days before the
meeting. Any notice of a meeting called to consider special
business shall be accompanied by a statement regarding
the effect of any proposed resolutions in respect of such
businesses. At least fourteen days notice of every such
meeting shall be given by advertisement in the daily press
and in writing to each stock exchange on which the
company is listed.
Meetings
The scope of the borrowing powers of the board of

directors shall be expressed.
Borrowing Powers
Yes
Yes
Complied
Subject to the provisions of the Act as to the calling of

meetings at short notice, at least fourteen (14) clear days
notice in writing of every general meeting shall be given in
the manner hereinafter mentioned to all members and
such persons (including the auditors) as are under the
provisions herein contained entitled to receive notice from
the Company and at least fourteen (14) days notice of
every such meeting shall be given by advertisement in the
daily press and in writing to the Exchange and any other
stock exchange on which the Company is listed. Where
notices contain special resolutions, they must be given to
members and such persons entitled to receive the notice
at least twenty-one (21) clear days before the general
meeting and at least twenty-one (21) days notice of every
such meeting shall be given by advertisement in the daily
press and in writing to the Exchange and any other stock
exchange on which the Company is listed.
Articles 58(A)(1), 57(B)(1), 57(B)(3) and 58
The Directors may at their discretion exercise all the

powers of the Company to borrow or otherwise raise
money, to mortgage, charge or hypothecate all or any
property or business of the Company including any
uncalled or called but unpaid capital and to issue
debentures or give any other security for any debt or
obligation of the Company or of any third party.
Article 117
Article
G-9
Complied
Any notice of a meeting called to consider special business

shall be accompanied by a statement regarding the effect
of any proposed resolution in respect of such special
business.
In the case of any general meeting at which business other

than routine business is to be transacted (special
business), the notice shall specify the general nature of the
special business, and if any resolution is to be proposed as
a special resolution or as requiring special notice, the
notice shall contain a statement to that effect.
Every notice calling a general meeting shall specify the

place, day and hour of the general meeting and there shall
appear with reasonable prominence in every such notice a
statement that a Member entitled to attend and vote is
entitled to appoint a proxy to attend and to vote instead of
him and that a proxy need not be a Member of the
Company.
Article
G-10
(8)
(b)
(a)
In the case of joint holders of shares, any one of such

persons may vote, but if more than one of such
persons is present at a meeting, the person whose
name stands first on the Register of Members shall
alone be entitled to vote.
A holder of ordinary shares shall be entitled to be

present and to vote at any general meeting in respect
of any share or shares upon which all calls due to the
company have been paid.
Voting And Proxies
Yes
Yes
Complied
Where there are joint holders of any share any one (1) of
such persons may vote and be reckoned in a quorum at
any meeting either personally or by proxy or by attorney or
in the case of a corporation by a representative as if he
were solely entitled thereto but if more than one (1) of such
joint holders is so present at any meeting then the person
present whose name stands first in the Register of
Members or the Depository Register (as the case may be)
in respect of such share shall alone be entitled to vote in
respect thereof.
Article 71
Subject to the provisions of these Articles, every Member

either personally or by proxy or by attorney or in the case
of a corporation by a representative shall be entitled to be
present and to vote at any general meeting and to be
reckoned in the quorum thereat in respect of shares fully
paid and in respect of partly paid shares where calls are
not due and unpaid. In the event a member has appointed
more than one (1) proxy, only one (1) proxy is counted in
determining the quorum.
Article 73
Article
G-11
A proxy need not be a member of the company.
An instrument of proxy shall be deemed to confer

authority to demand or join in demanding a poll.
A proxy shall be entitled to vote on a show of hands

on any matter at any general meeting.
(c)
(d)
(e)
Yes
Yes
Yes
Complied
A proxy or attorney need not be a Member, and shall be

entitled to vote on a show of hands on any question at any
general meeting.
Article 77
An instrument of proxy shall be deemed to include the

power to demand or concur in demanding a poll on behalf
of the appointer to move any resolution or amendment
thereto and to speak at the meeting. Unless otherwise
instructed, a proxy or an attorney shall vote as he thinks fit.
The signature on an instrument appointing a proxy need
not be witnessed.
Article 78(2)
Every notice calling a general meeting shall specify the

place, day and hour of the general meeting and there shall
appear with reasonable prominence in every such notice a
statement that a Member entitled to attend and vote is
entitled to appoint a proxy to attend and to vote instead of
him and that a proxy need not be a Member of the
Company.
Article 57B(1)
Article
G-12
(9)
All the directors of the company shall be natural

persons.
Where provision is made for the directors to appoint

a person as a director either to fill a casual vacancy,
or as an addition to the board, any director so
appointed shall hold office only until the next annual
general meeting of the company, and shall then be
eligible for re-election.
Fees payable to non-executive directors shall be by a

fixed sum, and not by a commission on or a
percentage of profits or turnover. Salaries payable to
executive directors may not include a commission on
or a percentage of turnover.
(a)
(b)
(c)
Directors
Yes
Yes
Yes
Complied
The fees (including any remuneration under Article 85(2)

above) in the case of a Director other than an Executive
Director shall be payable by a fixed sum and shall not at
any time be by commission on or percentage of the profits
or turnover, and no Director whether an Executive Director
or otherwise shall be remunerated by a commission on or
percentage of turnover.
Article 85(3)
The Directors shall have power at any time and from time
to time to appoint any person to be a Director either to fill
a casual vacancy or as an additional Director but the total
number of Directors shall not at any time exceed the
maximum number (if any) fixed by these Articles. Any
Director so appointed shall hold office only until the next
Annual General Meeting and shall then be eligible for
re-election but shall not be taken into account in
determining the number of Directors who are to retire by
rotation at such meeting.
Article 101
The number of the Directors, all of whom shall be natural

persons, shall not be less than two (2).
Article 82
Article
G-13
Fees payable to directors shall not be increased

except pursuant to a resolution passed at a general
meeting, where notice of the proposed increase has
been given in the notice convening the meeting.
A director shall not vote in regard to any contract or

proposed contract or arrangement in which he has
directly or indirectly a personal material interest.
The office of a director shall become vacant should

he become of unsound mind or bankrupt during his
term of office.
(d)
(e)
(f)
Yes
Yes
Yes
Complied
Subject as otherwise provided in the Articles or to the

terms of any subsisting agreement, the office of a Director
shall be vacated on any one of the following events,
namely, if he is declared a bankrupt during his term of
office, or if he should be found lunatic or becomes of
unsound mind during his term of office.
Article 95(1)(vi)
No Director shall vote in respect of any contract,

arrangement or transaction in which he has directly or
indirectly a personal material interest as aforesaid or in
respect of any allotment of shares in or debentures of the
Company to him and if he does so vote his vote shall not
be counted.
Article 89(1)
The fees of the Directors shall be determined from time to

time by the Company in general meetings and such fees
shall not be increased except pursuant to an ordinary
resolution passed at a general meeting where notice of the
proposed increase shall have been given in the notice
convening the meeting.
Article 85(1)
Article
G-14
A person who is not a retiring director shall be eligible

for election to office of director at any general
meeting if some member intending to propose him
has, at least eleven clear days before the meeting,
left at the office of the company a notice in writing
duly signed by the nominee, giving his consent to the
nomination and signifying his candidature for the
office, or the intention of such member to propose
him. In the case of a person recommended by the
directors for election, nine clear days notice only
shall be necessary. Notice of each and every
candidature for election to the board of directors shall
be served on the registered holders of shares at least
seven days prior to the meeting at which the election
is to take place.
Where a managing director or a person holding an

equivalent position is appointed for a fixed term, the
term shall not exceed five years.
(g)
(h)
Yes, with amendments
Not applicable
Complied
Where a Chief Executive Officer/Managing Director (or a

person holding an equivalent appointment) is appointed for
a fixed term, such term shall not exceed five (5) years.
Article 91
No person, other than a Director retiring at the meeting,

shall, unless recommended by the Directors for reelection, be eligible for appointment as a Director at any
general meeting unless not less than eleven (11) clear
days before the day appointed for the meeting there shall
have been left at the Office notice in writing signed by
some Member duly qualified to attend and vote at the
meeting for which such notice is given of his intention to
propose such person for election and also notice in writing
duly signed by the nominee giving his consent to the
nomination and signifying his candidature for the office or
the intention of such Member to propose him. Provided
that in the case of a person recommended by the Directors
for election nine (9) clear days notice only shall be
necessary and notice of each and every candidate for
election shall be served on all Members at least seven (7)
clear days prior to the meeting at which the election is to
take place.
Article 100
Article
G-15
A managing director or a person holding an

equivalent position shall be subject to the control of
the board.
The continuing directors may act notwithstanding any

vacancy in the board, provided that if their number is
reduced below the minimum number fixed by or
pursuant to the regulations of the company, the
continuing directors may, except in an emergency, act
only for the purpose of increasing the number of
directors to such minimum number, or to summon a
general meeting of the company.
(i)
(j)
Yes
Yes
Complied
The Directors may act notwithstanding any vacancies but

if and so long as the number of Directors is reduced below
the minimum number fixed by or in accordance with these
Articles as the necessary quorum of Directors, the
remaining Directors or Director may, except in an
emergency, act only for the purpose of increasing the
number of Directors to such minimum number or of
summoning general meetings of the Company.
Article 105
A Chief Executive Officer/Managing Director (or any

Director holding an equivalent appointment) shall at all
times be subject to the control of the Directors.
Article 94
Article
G-16
(k)
A director may appoint a person approved by a

majority of his co-directors to act as his alternate,
provided that any fee paid by the company to the
alternate shall be deducted from that directors
remuneration. No director may act as an alternate
director of the company. A person may not act as an
alternate director for more than one director of the
company.
Yes
Complied
No person shall be appointed the alternate Director for

more than one (1) Director. No Director may act as an
alternate Director.
Any Director of the Company may at any time appoint any

person who is not a Director or alternate Director and who
is approved by a majority of his co-Directors to be his
alternate Director for such period as he thinks fit and may
at any time remove any such alternate Director from office.
An alternate Director so appointed shall be entitled to
receive from the Company such proportion (if any) of the
remuneration otherwise payable to his appointor as such
appointor may by notice in writing to the Company from
time to time direct, but save as aforesaid he shall not in
respect of such appointment be entitled to receive any
remuneration from the Company. Any fee paid to an
alternate Director shall be deducted from the remuneration
otherwise payable to his appointor.
Article 102(1) and 102(5)
Article
G-17
Where two directors form a quorum, the chairman of

a meeting at which only such a quorum is present, or
at which only two directors are competent to vote on
the matter at issue, shall not have a casting vote.
The interval between the close of an issuers financial year

and the date of its annual general meeting (if any) shall not
exceed four months.
(10) Accounts
(m) Where a director is disqualified from acting as a

director in any jurisdiction for reasons other than on
technical grounds, he must immediately resign from
the board.
(l)
Yes
Yes
Yes
Complied
The interval between the close of a financial year of the

Company and the Companys Annual General Meeting
shall not exceed four (4) months (or such other period as
may be prescribed by the Act and the byelaws and listing
rules of the Exchange).
Article 143
Subject as otherwise provided in the Articles or to the

terms of any subsisting agreement, the office of a Director
shall be vacated if he shall become disqualified from acting
as a director in any jurisdiction for reasons other than on
technical grounds.
Article 95(1)(ii)
The Directors may meet together for the despatch of

business, adjourn or otherwise regulate their meetings as
they think fit. Questions arising at any meeting shall be
determined by a majority of votes and in case of an
equality of votes the Chairman of the meeting shall have a
second or casting vote provided always that where two (2)
Directors form a quorum, the Chairman of a meeting at
which only such a quorum is present, or at which only two
(2) Directors are competent to vote on the question at
issue, shall not have a second or casting vote.
Article 103(1)
Article
G-18
The basis on which shareholders would participate in a

distribution of assets on a winding up shall be expressed.
(11) Winding Up
Yes
Complied
If the Company is wound up (whether the liquidation is

voluntary, under supervision or by the Court) the liquidator
may, with the authority of a special resolution, divide
among the Members in specie or kind the whole or any part
of the assets of the Company and whether or not the
assets shall consist of property of one kind or shall consist
of properties of different kinds and may for such purpose
set such value as he deems fair upon any one or more
class or classes of property to be divided as aforesaid and
may determine how such division shall be carried out as
between the Members or different classes of Members.
The liquidator may, with the like authority, vest the whole or
any part of the assets in trustees upon such trusts for the
benefit of Members as the liquidator with the like authority
thinks fit, and the liquidation of the Company may be
closed and the Company dissolved, but no Member shall
be compelled to accept any shares or other securities in
respect of which there is a liability.
Article 158
Article
APPENDIX H RULES OF THE ZICO HOLDINGS PERFORMANCE SHARE PLAN

1.
NAME OF THE PSP

The PSP shall be called the ZICO Holdings Performance Share Plan.
2.
DEFINITIONS
2.1
In this PSP, unless the context otherwise requires, the following words and expressions
shall have the following meanings:
Adoption Date
The date on which the PSP is adopted by our

Company in general meeting
Auditors
The auditors of our Company for the time being
Award
An award of Shares granted under the PSP
Board
The board of Directors of our Company for the time

being
CDP
Commencement Date
The date for the commencement of the PSP
Committee
The remuneration committee of our Company, or such

other committee comprising directors of our Company
duly authorised and appointed by the Board to
administer this PSP
Companies Act
The Companies Act, Chapter 50 of Singapore, as

amended, modified or supplemented from time to time
Company
ZICO Holdings Inc.
A Shareholder who, in relation to our Company, has

control, as further defined in Rule 2.2
Director
A director of our Company for the time being
Group
Our Company and its subsidiaries
Group Employee
Any confirmed full time employee of the Group

(including any Group Executive Director) selected by
the Committee to participate in the PSP in accordance
with the provisions thereof
Group Executive Director
A director of our Company and/or any of its

subsidiaries, as the case may be, who performs an
executive function
Listing Manual
Section B of the Listing Manual: Rules of Catalist, as

H-1

Market Day
A day on which the SGX-ST is open for trading in

securities
New Shares
The new Shares which may be issued from time to

time pursuant to the vesting of Awards granted under
the PSP
Non-Executive Director
A director of our Company and/or any of its

subsidiaries, as the case may be, other than a Group
Executive Director
Participant
A person who is selected by the Committee to

participate in the PSP in accordance with the
provisions of the PSP
Performance Targets
The performance targets prescribed by the Committee

to be fulfilled by a Participant for any particular period
under the PSP
Rules
The rules of the PSP, as the same may be amended or

supplemented from time to time
SGX-ST
Shareholders
Registered holders of Shares except that where the

registered holder is CDP, the term Shareholders
shall, in relation to such Shares, mean the Depositors
whose securities accounts maintained with CDP are
credited with the Shares
Shares
Ordinary shares in the capital of our Company
treasury shares
Issued Shares of our Company which were (or are

treated as having been) purchased by our Company in
circumstances which Section 76H of the Companies
Act applies and have since purchase been
continuously held by our Company
Vesting Date
In relation to Shares which are the subject of an Award

which has been released in accordance with Rule 10,
the date (as determined by the Committee and notified
to the relevant Participant) on which those Shares will
vest pursuant to Rule 10
ZICO Holdings
Performance Share Plan
or PSP
The ZICO Holdings Performance Share Plan, as

modified or supplemented from time to time
$ and cents
% or per cent.
Percentage or per centum
H-2

2.2
For the purposes of the PSP:

(a)
in relation to a Shareholder (including, where the context requires, our Company),

control means the capacity to dominate decision-making, directly or indirectly, in
relation to the financial and operating policies of that company;
(b)
unless rebutted, a person who holds directly or indirectly, a shareholding of 15% or

more of our Companys total number of issued shares excluding treasury shares shall
be presumed to be a Controlling Shareholder; and
(c)
in relation to a Controlling Shareholder, his associate shall have the meaning

ascribed to it by the Listing Manual or any other publication prescribing rules or
regulations for corporations admitted to the Official List of Catalist (as modified,
supplemented or amended from time to time).
2.3
The terms Depositor and Depository Agent shall have the meanings ascribed to them
respectively by Section 130A of the Companies Act.
2.4
Any reference in the PSP or the Rules to any enactment is a reference to that enactment
as for the time being amended or re-enacted. Any word defined under the Companies Act
or any statutory modification thereof and used in the PSP and the Rules shall have the
meaning assigned to it under the Companies Act.
2.5
Words importing the singular number shall include the plural number where the context
admits and vice versa. Words importing the masculine gender shall include the feminine
gender where the context admits.
2.6
Any reference to a time of day shall be a reference to Singapore time.
3.
OBJECTIVES
3.1
The main objectives of the PSP are as follows:

(a)
to attract potential employees with relevant skills to contribute to our Company and to
create value for Shareholders;
(b)
prosperity of our Company;
(c)
to motivate the Participants to optimise their performance standards and efficiency

and to maintain a high level of contribution to our Company;
(d)
to align the interests of the Participants with the interests of the Shareholders;
(e)
to give recognition to the contributions made by the Participants to the success of our
Company; and
(f)
to retain key employees of our Company whose contributions are essential to the
long-term prosperity of our Company.
H-3

4.
ELIGIBILITY
4.1
The following persons (provided that such persons are not undischarged bankrupts at the
relevant time) shall be eligible to participate in the PSP at the absolute discretion of the
Committee:
(a)
Group Employees (including Group Executive Directors) who have attained the age of
21 years on or before the date of grant of the Award; and
(b)
Non-Executive Directors (including independent Directors) who have attained the age
of 21 years on or before the date of grant of the Award.
4.2
Controlling Shareholders and Associates of the Controlling Shareholders who meet the
eligibility criteria in Rule 4.1 shall be eligible to participate in the PSP provided that (a) the
participation of, and (b) the terms of each grant and the actual number of Awards granted
under the PSP, to a Participant who is a Controlling Shareholder or an Associate of a
Controlling Shareholder shall be approved by the independent Shareholders in a general
meeting in separate resolutions for each such person, and the basis for seeking such
Shareholders approval will be included in the circular to Shareholders.
4.3
Participants who are also Shareholders and are eligible to participate in this Plan must
abstain from voting on any resolution relating to the participation of, or grant of Awards to
the Participants.
4.4
Controlling Shareholder and his Associate shall abstain from voting on the resolution in
relation to his participation in this Plan and grant of Awards to him.
4.5
For the purposes of determining eligibility to participate in the PSP, the secondment of a
Group Employee to another company within the Group shall not be regarded as a break in
his employment or his having ceased by reason only of such secondment to be a full-time
employee of the Group.
4.6
There shall be no restriction on the eligibility of any Participant to participate in any other
share incentive schemes or share plans implemented or to be implemented by our
Company or any other company within the Group.
4.7
Subject to the Companies Act and any requirement of the SGX-ST, the terms of eligibility
for participation in the PSP may be amended from time to time at the absolute discretion
of the Committee.
5.
LIMITATIONS UNDER THE PSP
5.1
The total number of Shares which may be delivered pursuant to the vesting of Awards on
any date, when added to the aggregate number of Shares issued and/or issuable in respect
of (a) all Awards granted under the PSP; and (b) all other Shares issued and/or issuable
under any other share-based incentive schemes or share plans of our Company, shall not
exceed 15% of the total number of issued Shares (excluding treasury shares) of our
Company from time to time.
5.2
Shares which are the subject of Awards which have lapsed for any reason whatsoever may
be the subject of further Awards granted by the Committee under the PSP.
H-4

5.3
The aggregate number of Shares available to the Controlling Shareholders or Associates

of the Controlling Shareholders (including adjustments made in accordance with Rule 11)
shall not exceed 25% of the Shares available under the PSP.
5.4
The number of Shares available to each Controlling Shareholder or Associate of the

Controlling Shareholder (including adjustments made in accordance with Rule 11) shall
also not exceed 10% of the Shares available under the PSP.
6.
DATE OF GRANT
The Committee may grant Awards at any time in the course of a financial year, provided
that in the event that an announcement on any matter of an exceptional nature involving
unpublished price sensitive information is imminent, Awards may only be vested and hence
any Shares comprised in such Awards may only be delivered on or after the second Market
Day from the date on which the aforesaid announcement is made.
7.
AWARDS
7.1
The selection of the Participants and number of Shares which are the subject of each
Award to be granted to a Participant in accordance with the PSP shall be determined at the
absolute discretion of the Committee, which shall take into account criteria such as, inter
alia, the rank, scope of responsibilities, performance, years of service and potential for
future development and contribution to the success of the Group.
7.2
In the case of a performance-related Award, the Performance Targets will be set by the
Committee depending on each individual Participants job scope and responsibilities. The
Performance Targets to be set shall take into account both the medium and long-term
corporate objectives of the Group and the individual performance of the Participant and will
be aimed at sustaining long-term growth. The corporate objectives shall cover market
competitiveness, business growth and productivity growth. The Performance Targets could
be based on criteria such as sales growth, growth in earnings and return on investment. In
addition, the Participants length of service with the Group, achievement of past
Performance Targets, value-add to the Groups performance and development and overall
enhancement to shareholder value, inter alia, will be taken into account.
7.3
As soon as reasonably practicable after an Award is finalised by the Committee, the

Committee shall send an Award letter to the Participant confirming the said Award. The said
Award letter shall specify, inter alia, the following:
(a)
in relation to a performance-related Award, the Performance Targets for the

Participant and the period during which the Performance Targets shall be met;
(b)
the number of Shares to be vested on the Participant; and
(c)
the date by which the Award shall be vested.
H-5

7.4
The Committee shall take into account various factors when determining the method to
arrive at the exact number of Shares comprised in an Award. Such factors include, but are
not limited to, the current price of the Shares, the total issued share capital of our Company
and the predetermined dollar amount which the Committee decides that a Participant
deserves for meeting his Performance Targets. For example, Shares may be awarded
based on predetermined dollar amounts such that the quantum of Shares comprised in
Awards is dependent on the closing price of Shares transacted on the Market Day the
Award is vested. Alternatively, the Committee may decide absolute numbers of Shares to
be awarded to Participants irrespective of the price of the Shares. The Committee shall
monitor the grant of Awards carefully to ensure that the size of the PSP will comply with the
relevant rules of the Listing Manual.
7.5
Awards are personal to the Participant to whom it is given and shall not be transferred
(other than to a Participants personal representative on the death of that Participant),
charged, assigned, pledged or otherwise disposed of, in whole or in part, unless with the
prior approval of the Committee.
8.
VESTING OF THE AWARDS
8.1
Notwithstanding that a Participant may have met his Performance Targets, no Awards shall
be vested:
8.2
(a)
upon the bankruptcy of the Participant or the happening of any other event which
results in his being deprived of the legal or beneficial ownership of such Award;
(b)
in the event of any misconduct on the part of the Participant as determined by the
Committee in its discretion;
(c)
subject to Rule 8.2, upon the Participant ceasing to be in the employment of the Group
for any reason whatsoever; or
(d)
in the event that the Committee shall, at its discretion, deem it appropriate that such
Award to be given to a Participant shall so lapse on the grounds that any of the
objectives of the PSP (as set out in Rule 3) have not been met.
A Participant shall be entitled to an Award so long as he has met the Performance Targets
notwithstanding that he may have ceased to be employed by the Group after the fulfilment
of such Performance Targets. For the purpose of this Rule 8.2, the Participant may cease
to be so employed in any of the following events, namely:
(a)
through ill health, injury or disability (in each case, evidenced to the satisfaction of the
Committee);
(b)
redundancy;
(c)
death;
(d)
retirement at or after the legal retirement age;
(e)
retirement before the legal retirement age with the consent of the Committee; or
(f)
any other event approved by the Committee.

H-6

9.
TAKE-OVER AND WINDING UP OF OUR COMPANY
9.1
Notwithstanding Rule 8 but subject to Rule 9.5, in the event of a take-over being made for
the Shares, a Participant shall (notwithstanding that the vesting period for the Award has
not expired) be entitled to the Shares under the Awards if he has met the Performance
Targets which fall within the period commencing on the date on which such offer for a
take-over of our Company is made or, if such offer is conditional, the date on which such
offer becomes or is declared unconditional, as the case may be, and ending on the earlier
of:
(a)
the expiry of 6 months thereafter, unless prior to the expiry of such 6-month period,
at the recommendation of the offeror and with the approvals of the Committee and the
SGX-ST, such expiry date is extended to a later date (in either case, being a date
falling not later than the last date on which the Performance Targets are to be met);
or
(b)
the date of expiry of the period for which the Performance Targets are to be met,
provided that if during such period, the offeror becomes entitled or bound to exercise rights
of compulsory acquisition under the provisions of the Companies Act and, being entitled to
do so, gives notice to the Participants that it intends to exercise such rights on a specified
date, the Participant shall be obliged to fulfill such Performance Targets until the expiry of
such specified date or the expiry date of the Performance Targets relating thereto,
whichever is earlier, before an Award can be vested.
9.2
If under any applicable laws, the court sanctions a compromise or arrangement proposed
for the purposes of, or in connection with, a scheme for the reconstruction of our Company
or its amalgamation with another company or companies, each Participant who has fulfilled
his Performance Target shall be entitled, notwithstanding the provisions herein and the fact
that the vesting period for such Award has not expired but subject to Rule 9.5, to any
Shares under the Awards so determined by the Committee to be released to him during the
period commencing on the date upon which the compromise or arrangement is sanctioned
by the court and ending either on the expiry of 60 days thereafter or the date upon which
the compromise or arrangement becomes effective, whichever is later.
9.3
If an order or an effective resolution is made for the winding-up of our Company on the
basis of its insolvency, all Awards, notwithstanding that they may have been so vested shall
be deemed or become null and void.
9.4
In the event of a members voluntary winding-up (other than for amalgamation or

reconstruction), the Awards shall so vest in the Participant for so long as, in the absolute
determination by the Committee, the Participant has met the Performance Targets prior to
the date that the members voluntary winding-up shall be deemed to have been
commenced or effective in law.
9.5
If in connection with the making of a general offer referred to in Rule 9.1 or the scheme
referred to in Rule 9.2 or the winding-up referred to in Rule 9.4, arrangements are made
(which are confirmed in writing by the Auditors, acting only as experts and not as
arbitrators, to be fair and reasonable) for the compensation of Participants, whether by the
payment of cash or by any other form of benefit, no release of Shares under the Award shall
be made in such circumstances.
H-7

10.
RELEASE OF AWARDS
10.1
As soon as reasonably practicable after the end of each performance period, the
Committee shall review the Performance Targets specified in respect of that Award and
determine whether they have been satisfied and, if so, the extent to which they have been
satisfied (whether fully or partially) and the number of Shares to be released.
10.2
The Committee shall have the discretion to determine whether Performance Targets have
been met (whether fully or partially) or exceeded and/or whether the Participants
performance and/or contribution to our Company and/or any of its subsidiaries justifies the
vesting of an Award. In making any such determination, the Committee shall have the right
to make reference to the audited results of our Company or the Group, as the case may be,
to take into account such factors as the Committee may determine to be relevant, such as
changes in accounting methods, taxes and extraordinary events, and further, the right to
amend the Performance Targets if the Committee decides that a changed Performance
Targets would be a fairer measure of performance.
10.3
Awards may only be vested and consequently any Shares comprised in such Awards shall
only be delivered upon the Committee being satisfied that the Participant has achieved the
Performance Targets.
10.4
Subject to the prevailing legislation and the provisions of the Listing Manual, our Company
will deliver Shares to Participants upon vesting of their Awards by way of an issue of New
Shares or the transfer of existing Shares held as treasury shares to the Participants.
10.5
In determining whether to issue New Shares or to purchase existing Shares for delivery to
Participants upon the vesting of their Awards, our Company will take into account factors
such as the number of Shares to be delivered, the prevailing market price of the Shares and
the financial effect on our Company of either issuing New Shares or purchasing existing
Shares.
10.6
The Committee will procure, upon approval of the Board, the allotment or transfer to each
Participant of the number of Shares which are to be released to that Participant pursuant
to an Award under Rule 7. Any proposed issue of New Shares will be subject to there being
in force at the relevant time the requisite Shareholders approval under the Companies for
the issue of Shares. Any allotment of New Shares pursuant to an Award will take into
account the rounding of odd lots.
10.7
Where New Shares are to be allotted or any Shares are to be transferred to a Participant
pursuant to the release of any Award, the Vesting Date will be a trading day falling as soon
as practicable after the review of the Committee referred to in Rule 10.1. On the Vesting
Date, the Committee will procure the allotment or transfer of each Participant of the number
of Shares so determined.
10.8
Where New Shares are to be allotted upon the vesting of any Award, our Company shall,
as soon as practicable after allotment, where necessary, apply to the SGX-ST for the
permission to deal in and for quotation of such Shares on Catalist of the SGX-ST.
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10.9
Shares which are allotted or transferred on the release of an Award to a Participant shall
be issued in the name of, or transferred to, CDP to the credit of either:
(a)
the securities account of that Participant maintained with CDP;
(b)
the securities sub-account of that Participant maintained with a Depository Agent; or
(c)
the CPF investment account maintained with a CPF agent bank,
in each case, as designated by that Participant. Until such issue or transfer of such Shares
has been effected, that Participant shall have no voting rights nor any entitlements to
dividends or other distributions declared or recommended in respect of any Shares which
are the subject of the Award granted to him.
10.10 New Shares allotted and issued, and existing Shares held in treasury procured by our
Company for transfer, on the release of an Award, shall be subject to all the provisions of
the Memorandum and Articles of Association of our Company and the Companies Act, and
shall rank in full for all entitlements, including dividends or other distributions declared or
recommended in respect of the then existing Shares, the Record Date for which is on or
after the date of issue of the New Shares or the date of transfer of treasury shares pursuant
to the vesting of the Award, and shall in all other respects rank pari passu with other
existing Shares then in issue. Record Date means the date fixed by our Company for the
purposes of determining entitlements to dividends or other distributions to or rights of
holders of Shares.
10.11 Shares which are allotted, and/or treasury shares which are transferred, on the vesting of
an Award to a Participant, may be subject to such moratorium as may be imposed by the
Committee.
11.
VARIATION OF CAPITAL
11.1
If a variation in the issued ordinary share capital of our Company (whether by way of a
capitalisation of profits or reserves or rights issue, capital reduction, subdivision,
consolidation, distribution or otherwise) shall take place, then:
(a)
the class and/or number of Shares which are the subject of an Award to the extent not
yet vested; and/or
(b)
the class and/or number of Shares over which future Awards may be granted under
the PSP,
shall be adjusted by the Committee to give each Participant the same proportion of the
equity capital of the Company as that to which he was previously entitled and, in doing so,
the Committee shall determine at its own discretion the manner in which such adjustment
shall be made.
11.2
Unless the Committee considers an adjustment to be appropriate, the following events

shall not normally be regarded as a circumstance requiring adjustment:
(a)
the issue of securities as consideration for an acquisition or a private placement of

securities;
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11.3
(b)
the cancellation of issued Shares purchased or acquired by our Company by way of

a market purchase of such Shares undertaken by our Company on Catalist of the
SGX-ST during the period when a share purchase mandate granted by Shareholders
(including any renewal of such mandate) is in force;
(c)
the issue of Shares or other securities convertible into or with rights to acquire or
subscribe for Shares to its employees pursuant to any share option scheme or share
plan approved by Shareholders in general meeting, including the PSP; and
(d)
any issue of Shares arising from the exercise of any warrants or the conversion of any
convertible securities issued by our Company.
Notwithstanding the provisions of Rule 11.1:

(a)
the adjustment must be made in such a way that a Participant will not receive a benefit
that a Shareholder does not receive; and
(b)
any adjustment (except in relation to a capitalisation issue) must be confirmed in

writing by the Auditors (acting only as experts and not as arbitrators) to be in their
opinion, fair and reasonable.
11.4
Upon any adjustment required to be made pursuant to this Rule 11, our Company shall
notify the Participant (or his duly appointed personal representatives where applicable) in
writing and deliver to him (or his duly appointed personal representatives where applicable)
a statement setting forth the class and/or number of Shares thereafter to be issued or
transferred on the vesting of an Award. Any adjustment shall take effect upon such written
notification being given.
12.
ADMINISTRATION OF THE PSP
12.1
The Plan shall be administered by the Committee in its absolute discretion with such
powers and duties as are conferred on it by the Board, provided that no member of the
Committee shall participate in any deliberation or decision in respect of Awards granted or
to be granted to him.
12.2
The Committee shall have the power, from time to time, to make and vary such rules (not
being inconsistent with the PSP) for the implementation and administration of the PSP as
they think fit including, but not limited to:
12.3
(a)
imposing restrictions on the number of Awards that may be vested within each
financial year; and
(b)
amending Performance Targets if by so doing, it would be a fairer measure of

performance for a Participant or for the PSP as a whole.
Any decision of the Committee made pursuant to any provision of the PSP (other than a
matter to be certified by the Auditors) shall be final and binding (including any decisions
pertaining to the number of Shares to be vested) or to disputes as to the interpretation of
the PSP or any rule, regulation, procedure thereunder or as to any rights under the PSP.
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13.
NOTICES AND ANNUAL REPORT
13.1
Any notice required to be given by a Participant to our Company shall be sent or made to
the registered office of our Company or such other addresses as may be notified by our
Company to him in writing.
13.2
Any notices or documents required to be given to a Participant or any correspondence to

be made between our Company and the Participant shall be given or made by the
Committee (or such person(s) as it may from time to time direct) on behalf of our Company
and shall be delivered to him by hand or sent to him at his home address according to the
records of our Company or at the last known address of the Participant and if sent by post,
shall be deemed to have been given on the day following the date of posting.
13.3
The following disclosures (as applicable) will be made by our Company in its annual report
for so long as the PSP continues in operation:
(a)
the names of the members of the Committee administering the PSP;
(b)
in respect of the following Participants:

(i)
Directors of our Company;
(ii)
Participants who are Controlling Shareholders and their Associates; and
(iii) Participants (other than those in paragraph (b)(i) above) who have received
Shares pursuant to the vesting of the Awards granted under the PSP which, in
aggregate, represent five per cent. (5%) or more of the total number of Shares
available under the PSP,
the following information:
(aa) the name of the Participant;
(bb) the aggregate number of Shares comprised in Awards which have been granted
to such Participant during the financial year under review;
(cc) the aggregate number of Shares comprised in Awards which have been granted
to such Participant since the commencement of the PSP to the end of the
financial year under review;
(dd) the aggregate number of Shares comprised in Awards which have been issued
and/or transferred to such Participant pursuant to the vesting of Awards under
the PSP since the commencement of the PSP to the end of the financial year
under review;
(ee) the aggregate number of Shares comprised in Awards which have not been
vested as at the end of the financial year under review; and
(c)
such other information as may be required by the Listing Manual or the Companies
Act.
If any of the above is not applicable, an appropriate negative statement shall be included.
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14.
MODIFICATIONS TO THE PSP
14.1
Any or all the provisions of the PSP may be modified and/or altered at any time and from
time to time by resolution of the Committee, provided that:
(a)
any modification or alteration which would be to the advantage of Participants under

the PSP shall be subject to the prior approval of Shareholders in a general meeting;
and
(b)
no modification or alteration shall be made without due compliance with the Listing
Manual and such other laws or regulations as may be applicable.
14.2
Written notice of any modification or alteration made in accordance with this Rule 14 shall
be given to all Participants.
15.
TERMS OF EMPLOYMENT UNAFFECTED

The terms of employment of a Participant (who is a Group Employee) shall not be affected
by his participation in the PSP, which shall neither form part of such terms nor entitle him
to take into account such participation in calculating any compensation or damages on the
termination of his employment for any reason.
16.
DURATION OF THE PSP
16.1
The PSP shall continue to be in force at the discretion of the Committee, subject to a
maximum period of 10 years commencing on the Adoption Date, provided always that the
PSP may continue beyond the above stipulated period with the approval of our Companys
shareholders by ordinary resolution in general meeting and of any relevant authorities
which may then be required.
16.2
The PSP may be terminated at any time at the discretion of the Committee or by an ordinary
resolution of our Company in general meeting subject to all other relevant approvals which
may be required and if the PSP is so terminated, no further Awards shall be offered by our
Company thereunder.
16.3
Notwithstanding the expiry or termination of the PSP, any Awards made to Participants prior
to such expiry or termination will continue to remain valid.
17.
TAXES
All taxes (including income tax) arising from the grant and/or disposal of Shares pursuant
to the Awards granted to any Participant under the PSP shall be borne by that Participant.
18.
COSTS AND EXPENSES
18.1
Each Participant shall be responsible for all fees of CDP relating to or in connection with
the issue and allotment or transfer of any Shares pursuant to the Awards in CDPs name,
the deposit of share certificate(s) with CDP, the Participants securities account with CDP,
or the Participants securities sub-account with a CDP Depository Agent.
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18.2
Save for the taxes referred to in Rule 17 and such other costs and expenses expressly
provided in the PSP to be payable by the Participants, all fees, costs and expenses
incurred by our Company in relation to the PSP including but not limited to the fees, costs
and expenses relating to the allotment, issue and/or delivery of Shares pursuant to the
Awards shall be borne by our Company.
19.
DISCLAIMER OF LIABILITY
Notwithstanding any provisions herein contained, the Board, the Committee and our
Company shall not under any circumstances be held liable for any costs, losses, expenses
and damages whatsoever and howsoever arising in any event, including but not limited to
our Companys delay in issuing or transferring the Shares or applying for or procuring the
listing of the Shares on Catalist of the SGX-ST.
20.
DISPUTES
Any disputes or differences of any nature arising hereunder shall be referred to the
Committee and its decision shall be final and binding in all respects.
21.
CONDITION OF AWARDS
Every Award shall be subject to the condition that no Shares would be issued or transferred
pursuant to the vesting of any Award if such issue or transfer would be contrary to the
constitutive documents of our Company or any law or enactment, or any rules or
regulations of any legislative or non-legislative governing body for the time being in force
in Singapore or any other relevant country having jurisdiction in relation to the issue or
transfer of Shares hereto.
22.
GOVERNING LAW
The PSP shall be governed by, and construed in accordance with, the laws of the Republic
of Singapore. The Participants, by accepting Awards in accordance with the PSP, and our
Company irrevocably submit to the exclusive jurisdiction of the courts of the Republic of
Singapore.
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APPENDIX I RULES OF THE ZICO HOLDINGS EMPLOYEE SHARE OPTION SCHEME

1.
NAME OF THE ESOS

The ESOS shall be called the ZICO Holdings Employee Share Option Scheme.
2.
DEFINITIONS
2.1
In the ESOS, unless the context otherwise requires, the following words and expressions
shall have the following meanings:
Act
The Companies Act (Chapter 50) of Singapore, as

Associate
Has the meaning assigned to it by the Listing Manual,

as amended, modified or supplemented from time to
time
Auditors
The auditors of the Company for the time being
Awards
An award of Shares granted under the PSP
Board
The board of directors of the Company for the time

being
CDP
CPF
Central Provident Fund
Committee
The remuneration committee of the Company, or such

other committee comprising directors of the Company
duly authorised and appointed by the Board to
administer this ESOS
Company
ZICO Holdings Inc.
control
The capacity to dominate decision making, directly or

indirectly, in relation to the financial and operating
policies of the Company
A shareholder exercising control over the Company

and unless rebutted, a person who controls directly or
indirectly 15% or more of the Companys issued share
capital shall be presumed to be a Controlling
Shareholder of the Company
Date of Grant
In relation to an Option, the date on which the Option

is granted to a Participant pursuant to Rule 7
Director
A person holding office as a director for the time being

of the Company and/or its Subsidiaries, as the case
may be
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Executive Director
A director of the Company and/or its Subsidiaries, as

the case may be, who performs an executive function
within the Company or the relevant Subsidiary, as the
case may be
Exercise Price
The price at which a Participant shall subscribe for

each Share upon the exercise of an Option which shall
be the price as determined in accordance with Rule 9,
as adjusted in accordance with Rule 10
Grantee
A person to whom an offer of an Option is made
Group
The Company and its Subsidiaries
Group Employee
Any confirmed full time employee of the Group

(including any Executive Director) selected by the
Committee to participate in the ESOS in accordance
with Rule 4
Listing Manual
Section B of the Listing Manual of the SGX-ST, as

Market Day
A day on which the SGX-ST is open for trading in

securities
Market Price
A price equal to the average of the last dealt prices for

the Shares on Catalist over the five consecutive
Trading Days immediately preceding the Date of Grant
of that Option, as determined by the Committee by
reference to the daily official list or any other
publication published by the SGX-ST, rounded to the
nearest whole cent in the event of fractional prices. In
relation to Options granted before the listing of the
Company on the Catalist Board of the SGX-ST, the
Market Price shall be the Placement Price.
Non-Executive Director
A director of the Company and/or its Subsidiaries, as

the case may be, other than an Executive Director but
including the independent Directors of the Company
Offer Date
The date on which an offer to grant an Option is made

pursuant to the ESOS
Option
The right to subscribe for Shares granted or to be

granted to a Group Employee pursuant to the ESOS
and for the time being subsisting
Participant
The holder of an Option
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Record Date
The date as at the close of business on which the

Shareholders must be registered in order to
participate in any dividends, rights, allotments or other
distributions
Rules
Rules of the ZICO Holdings Employee Share Option

Scheme, as the same may be amended or
supplemented from time to time
securities account
The securities account maintained by a Depositor with

CDP
SGX-ST
Shareholders
Registered holders of Shares, except where the

registered holder is CDP, the term Shareholders
shall, in relation to such Shares, mean the Depositors
whose securities accounts maintained with CDP are
credited with Shares
Shares
Ordinary shares in the capital of the Company
Sponsor
The sponsor appointed by the Company in

accordance with the Listing Manual, for such time as
the Company remains listed on the Catalist Board of
the SGX-ST
Subsidiaries
Companies which are for the time being subsidiaries

of the Company as defined by Section 5 of the Act;
and Subsidiary means each of them
Trading Day
A day on which the Shares are traded on the Official

List of Catalist
per cent.
Per centum
S$ or $ and cents
ZICO Holdings Employee

Share Option Scheme or
ESOS
The ZICO Holdings Employee Share Option Scheme,

as modified or supplemented from time to time
2.2
The term Depositor, Depository Register and Depository Agent shall have the
meanings ascribed to it by Section 130A of the Act and the term associate shall have the
meaning ascribed to it by the Listing Manual or any other publication prescribing rules or
regulations for corporations admitted to the Official List of Catalist (as modified,
supplemented or amended from time to time).
2.3
Words importing the singular number shall, where applicable, include the plural number
and vice versa. Words importing the masculine gender shall, where applicable, include the
feminine and neuter gender.
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2.4
Any reference to a time of a day in the ESOS is a reference to Singapore time.
2.5
Any reference in the ESOS to any enactment is a reference to that enactment as for the
time being amended or re-enacted. Unless otherwise defined, any word defined under the
Act or any statutory modification thereof and used in the ESOS shall have the meaning
assigned to it under the Act.
3.
OBJECTIVES OF THE ESOS
3.1
The ESOS will provide an opportunity for Group Employees who have contributed
significantly to the growth and performance of the Group (including Executive Directors)
and Non-Executive Directors (including independent Directors) and who satisfy the
eligibility criteria as set out in Rule 4 of the ESOS, to participate in the equity of the
Company.
3.2
The ESOS is primarily a share incentive scheme. It recognises the fact that the services of
such Group Employees are important to the success and continued well-being of the
Group. Implementation of the ESOS will enable the Company to give recognition to the
contributions made by such Group Employees. At the same time, it will give such Group
Employees an opportunity to have a direct interest in the Company and will also help to
achieve the following positive objectives:
(a)
to motivate each Participant to optimise his performance standards and efficiency and
to maintain a high level of contribution to the Group;
(b)
to retain key employees and Directors whose contributions are essential to the
long-term growth and profitability of the Group;
(c)
prosperity of, the Group;
(d)
to attract potential employees with relevant skills to contribute to the Group and to
create value for the Shareholders; and
(e)
to align the interests of the Participants with the interests of the Shareholders.
4.
ELIGIBILITY
4.1
Confirmed Group Employees (including Executive Director) and Non-Executive Directors

(including Independent Directors) who have attained the age of 21 years on or prior to the
relevant Offer Date and are not undischarged bankrupts and have not entered into a
composition with their respective creditors, shall be eligible to participate in the ESOS at
the absolute discretion of the Committee.
4.2
Controlling Shareholders and their Associates who meet the eligibility criteria in Rule 4.1
shall be eligible to participate in the ESOS, provided that (a) the participation of; and (b) the
terms of any Options to be granted and the actual number of Options to be granted under
the ESOS, to a Participant who is a Controlling Shareholder or an Associate of a Controlling
Shareholder shall be approved by the independent Shareholders in separate resolutions
for each such person. The Company will at such time provide the rationale and justification
for any proposal to grant the Controlling Shareholder or his Associate any Options
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(including the rationale for any discount to the market price, if so proposed). Such
Controlling Shareholder and his Associate shall abstain from voting on the resolution in
relation to his participation in this ESOS and the grant of Options to him.
4.3
For the purposes of determining eligibility to participate in the ESOS, the secondment of a
confirmed Group Employee to another company within the Group shall not be regarded as
a break in his employment or his having ceased by reason only of such secondment to be
a full-time employee of the Group.
4.4
There will be no restriction on the eligibility of any Participant to participate in any other
share option or share incentive schemes implemented by any other companies within the
Group.
4.5
Subject to the Act and any requirement of the SGX-ST, the terms of eligibility for
participation in the ESOS may be amended from time to time at the absolute discretion of
the Committee, which would be exercised judiciously.
5.
MAXIMUM ENTITLEMENT
5.1
Subject to Rule 4, Rule 5.2, Rule 5.3 and Rule 10, the aggregate number of Shares in
respect of which Options may be offered to a Grantee for subscription in accordance with
the ESOS shall be determined by the discretion of the Committee, who shall take into
account criteria such as rank, past performance, years of service and potential
development of the Participant.
5.2
The aggregate number of Shares issued and issuable in respect of all Options granted
under the ESOS available to the Controlling Shareholders or Associates of the Controlling
Shareholders shall not exceed 25% of the total number of Shares available under the
ESOS.
5.3
The number of Shares issued and issuable in respect of all Options granted under the
ESOS available to each Controlling Shareholder or Associate of a Controlling Shareholder
under the ESOS shall not exceed 10% of the total number of Shares available under the
ESOS.
6.
LIMITATION ON SIZE OF THE ESOS

The total number of Shares over which the Committee may grant Options on any date,
when added to the number of Shares issued and issuable in respect of (a) all Options
granted under the ESOS; (b) all Awards granted under the PSP; and (c) all outstanding
options or awards granted under such other share-based incentive schemes of the
Company, shall not exceed 15% of the number of issued Shares (including treasury shares,
as defined in the Companies Act) on the day immediately preceding the Offer Date of the
Option.
7.
OFFER DATE
The Committee may, save as provided in Rule 4, Rule 5 and Rule 6, offer to grant Options
to such Grantees as it may select in its absolute discretion at any time during the period
when the ESOS is in force, except that no Option shall be granted during the period of 30
days immediately preceding the date of announcement of the Companys interim and/or
final results (as the case may be). In addition, in the event that an announcement on any
I-5

matter of an exceptional nature involving unpublished price sensitive information is made,
offers to grant Options may only be made on or after the second Market Day on which such
announcement is released.
An offer to grant the Option to a Grantee shall be made by way of a letter (the Letter of
Offer) in the form or substantially in the form set out in Schedule A, subject to such
amendments as the Committee may determine from time to time.
8.
ACCEPTANCE OF OFFER
8.1
An Option offered to a Grantee pursuant to Rule 7 may only be accepted by the Grantee
within 30 days after the relevant Offer Date and not later than 5.00 p.m. on the 30th day
from such Offer Date (a) by completing, signing and returning to the Company the
acceptance form (Acceptance Form) in or substantially in the form set out in Schedule
B, subject to such modification as the Committee may from time to time determine,
accompanied by payment of S$1.00 as consideration; and (b) if, at the date on which the
Company receives from the Grantee the Acceptance Form in respect of the Option as
aforesaid, he remains eligible to participate in the ESOS in accordance with these Rules.
The Grantee may accept or refuse the whole or part of the offer. If only part of the offer is
accepted, the Grantee shall accept the offer in multiples of 1,000 Shares.
If a grant of an Option is not accepted strictly in the manner as provided in this Rule 8.1,
such offer shall, upon the expiry of the 30 day period, automatically lapse and shall
forthwith be deemed to be null and void and be of no effect.
8.2
The Company shall be entitled to reject any purported acceptance of a grant of an Option
made pursuant to this Rule 8 or exercise notice (Exercise Notice) in or substantially in
the form set out in Schedule C given pursuant to Rule 12 which does not strictly comply with
the terms of the ESOS.
8.3
Options are personal to the Grantees to whom they are granted and shall not be sold,
mortgaged, transferred, charged, assigned, pledged or otherwise disposed of or
encumbered in whole or in part or in any way whatsoever without the Committees prior
written approval, but may be exercised by the Grantees duly appointed personal
representative as provided in Rule 11.6 in the event of the death of such Grantee.
8.4
In the event that a grant of an Option results in a contravention of any applicable law or
regulation, such grant shall be null and void and be of no effect and the relevant Participant
shall have no claim whatsoever against the Company.
8.5
Unless the Committee determines otherwise, an Option shall automatically lapse and
become null, void and of no effect and shall not be capable of acceptance if:
(a)
it is not accepted in the manner as provided in Rule 8.1 within the 30 day period; (b)
the Grantee dies prior to his acceptance of the Option;
(b)
the Grantee is adjudicated a bankrupt or enters into composition with his creditors
prior to his acceptance of the Option;
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(c)
the Grantee being a Group Employee ceases to be in the employment of the Group
or (being a Director) ceases to be a Director of the Company, in each case, for any
reason whatsoever prior to his acceptance of the Option; or
(d)
the Company is liquidated or wound-up prior to the Grantees acceptance of the

Option.
9.
EXERCISE PRICE
9.1
Subject to any adjustment pursuant to Rule 10, the Exercise Price for each Share in respect
of which an Option is exercisable shall be determined by the Committee, in its absolute
discretion, on the Date of Grant, at:
9.2
9.3
(a)
a price equal to the Market Price; or
(b)
a price which is set at a discount to the Market Price, provided that:

(i)
the maximum discount shall not exceed 20% of the Market Price (or such other
percentage or amount as may be determined by the Committee and permitted by
the SGX-ST); and
(ii)
the Shareholders in general meeting shall have authorised, in a separate

resolution, the making of offers and grants of Options under the ESOS at a
discount not exceeding the maximum discount as aforesaid.
In making any determination under Rule 9.1(b) on whether to give a discount and the
quantum of such discount, the Committee shall be at liberty to take into consideration such
criteria as the Committee may, at its absolute discretion, deem appropriate, including but
not limited to:
(c)
the performance of the Company and/or its Subsidiaries, as the case may be;
(d)
the years of service and individual performance of the eligible Group Employee or
Director;
(e)
the contribution of the eligible Group Employee or Director to the success and
development of the Company and/or the Group; and
(f)
the prevailing market conditions.
In the event that the Company is no longer listed on Catalist or any other relevant stock
exchange or trading in the Shares on Catalist or such stock exchange is suspended for any
reason for 14 days or more, the Exercise Price for each Share in respect of which an Option
is exercisable shall be the fair market value of each such Share as determined by the
Committee in good faith.
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10.
ALTERATION OF CAPITAL
10.1
If a variation in the issued share capital of the Company (whether by way of a capitalisation
of profits or reserves or rights issue or reduction (including any reduction arising by reason
of the Company purchasing or acquiring its issued Shares), subdivision, consolidation or
distribution, or otherwise howsoever) should take place, then:
(a)
the Exercise Price for the Shares, class and/or number of Shares comprised in the
Options to the extent unexercised and the rights attached thereto; and/or
(b)
the class and/or number of Shares in respect of which additional Options may be
granted to Participants,
may be adjusted in such manner as the Committee may determine to be appropriate

including retrospective adjustments where such variation occurs after the date of exercise
of an Option but the Record Date relating to such variation precedes such date of exercise
and, except in relation to a capitalisation issue, upon the written confirmation of the
Auditors (acting only as experts and not as arbitrators), that in their opinion, such
adjustment is fair and reasonable.
10.2
Notwithstanding the provisions of Rule 10.1 above, no such adjustment shall be made:
(c)
if as a result, the Participant receives a benefit that a Shareholder does not receive;
and
(d)
unless the Committee, after considering all relevant circumstances, considers it

equitable to do so.
10.3
The issue of securities as consideration for an acquisition of any assets by the Company,
or the cancellation of issued Shares purchased or acquired by the Company by way of
market purchase of such Shares undertaken by the Company on Catalist during the period
when a share purchase mandate granted by Shareholders (including any renewal of such
mandate) is in force, shall not be regarded as a circumstance requiring adjustment under
the provisions of this Rule 10, unless the Committee considers an adjustment to be
appropriate, having due regard to the interests of Shareholders and Participants.
10.4
The restriction on the number of Shares to be offered to any Grantee under Rule 5 above,
shall not apply to the number of additional Shares or Options over additional Shares issued
by virtue of any adjustment to the number of Shares and/or Options pursuant to this Rule
10.
10.5
Upon any adjustment required to be made pursuant to this Rule 10, the Company shall
notify each Participant (or his duly appointed personal representative(s)) in writing and
deliver to him (or, where applicable, his duly appointed personal representative(s)) a
statement setting forth the new Exercise Price thereafter in effect and the class and/or
number of Shares thereafter comprised in the Option so far as unexercised. Any
adjustment shall take effect upon such written notification being given.
11.
OPTION PERIOD
11.1
Options granted with the Exercise Price set at Market Price shall only be exercisable, in
whole or in part (provided that an Option may be exercised in part only in respect of 1,000
I-8

Shares or any multiple thereof), at any time, by a Participant after the first anniversary of
the Offer Date of that Option, provided always that the Options shall be exercised before
the tenth anniversary of the relevant Offer Date, or such earlier date as may be determined
by the Committee, failing which all unexercised Options shall immediately lapse and
become null and void and a Participant shall have no claim against the Company.
11.2
Options granted with the Exercise Price set at a discount to Market Price shall only be
exercisable, in whole or in part (provided that an Option may be exercised in part only in
respect of 1,000 Shares or any multiple thereof), at any time, by a Participant after the
second anniversary from the Offer Date of that Option, provided always that the Options
shall be exercised before the tenth anniversary of the relevant Offer Date, or such earlier
date as may be determined by the Committee, failing which all unexercised Options shall
immediately lapse and become null and void and a Participant shall have no claim against
the Company.
11.3
An Option shall, to the extent unexercised, immediately lapse and become null and void
and a Participant shall have no claim against the Company:
(a)
subject to Rules 11.4, 11.5 and 11.6, upon the Participant ceasing to be in the
employment of the Company or any of the companies within the Group for any reason
whatsoever;
(b)
upon the bankruptcy of the Participant or the happening of any other event which
result in his being deprived of the legal or beneficial ownership of such Option; or
(c)
in the event of misconduct on the part of the Participant, as determined by the

Committee in its absolute discretion.
For the purpose of Rule 11.3(a), a Participant shall be deemed to have ceased to be so
employed as of the date the notice of termination of employment is tendered by or is given
to him, unless such notice shall be withdrawn prior to its effective date.
11.4
If a Participant ceases to be employed by the Group by reason of his:

(a)
ill health, injury or disability, in each case, as certified by a medical practitioner

approved by the Committee;
(b)
redundancy;
(c)
retirement at or after a normal retirement age; or
(d)
retirement before that age with the consent of the Committee,
or for any other reason approved in writing by the Committee, he may, at the absolute
discretion of the Committee exercise any unexercised Option within the relevant Option
Period and upon the expiry of such period, the Option shall immediately lapse and become
null and void.
I-9

11.5
If a Participant ceases to be employed by a Subsidiary:

(a)
by reason of the Subsidiary, by which he is principally employed ceasing to be a

company within the Group or the undertaking or part of the undertaking of such
Subsidiary, being transferred otherwise than to another company within the Group; or
(b)
for any other reason, provided the Committee gives its consent in writing, he may, at
the absolute discretion of the Committee, exercise any unexercised Options within the
relevant Option Period and upon the expiry of such period, the Option shall
immediately lapse and become null and void.
11.6
If a Participant dies and at the date of his death holds any unexercised Option, such Option
may, at the absolute discretion of the Committee, be exercised by the duly appointed legal
personal representatives of the Participant within the relevant Option Period and upon the
expiry of such period, the Option shall immediately lapse and become null and void.
11.7
If a Participant, who is also an Executive Director, ceases to be a Director for any reason
whatsoever, he may, at the absolute discretion of the Committee, exercise any unexercised
Option within the relevant Option Period and upon the expiry of such period, the Option
shall immediately lapse and become null and void.
12.
EXERCISE OF OPTIONS, ALLOTMENT AND LISTING OF SHARES
12.1
An Option may be exercised, in whole or in part (provided that an Option may be exercised
in part only in respect of 1,000 Shares or any multiple thereof), by a Participant giving
notice in writing to the Company in or substantially in the form set out in Schedule C (the
Exercise Notice), subject to such amendments as the Committee may from time to time
determine. Every Exercise Notice must be accompanied by a remittance for the full amount
of the aggregate Exercise Price in respect of the Shares which have been exercised under
the Option, the relevant CDP charges (if any) and any other documentation the Committee
may require. All payments shall be made by cheque, cashiers order, bank draft or postal
order made out in favour of the Company. An Option shall be deemed to be exercised upon
the receipt by the Company of the abovementioned Notice duly completed and the receipt
by the Company of the full amount of the aggregate Exercise Price in respect of the Shares
which have been exercised under the Option.
12.2
Subject to:
(a)
such consents or other actions required by any competent authority under any
regulations or enactments for the time being in force as may be necessary; and
(b)
compliance with the Rules, the Act and the Memorandum of Association of the
Company, the Company shall, as soon as practicable after the exercise of an Option
by a Participant but in any event within 10 Market Days after the date of the exercise
of the Option in accordance with Rule 12.1, allot the Shares in respect of which such
Option has been exercised by the Participant and within five (5) Market Days from the
date of such allotment, despatch the relevant share certificates to CDP for the credit
of the securities account of that Participant by ordinary post or such other mode of
delivery as the Committee may deem fit.
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12.3
The Company shall, if necessary, as soon as practicable after the exercise of an Option,
apply for the listing and quotation of the Shares which may be issued upon exercise of the
Option and the Shares (if any) which may be issued to the Participant pursuant to any
adjustments made in accordance with Rule 10.
12.4
Shares which are allotted on the exercise of an Option by a Participant shall be issued, as
the Participant may elect, in the name of CDP to the credit of the securities account of the
Participant maintained with CDP or the Participants securities sub-account with a CDP
Depository Agent.
12.5
Shares allotted and issued upon the exercise of an Option shall be subject to all provisions
of the Memorandum and Articles of Association of the Company and shall rank pari passu
in all respects with the then existing issued Shares in the capital of the Company except for
any dividends, rights, allotments or other distributions, the Record Date for which is prior
to the date such Option is exercised.
12.6
The Company shall keep available sufficient unissued Shares to satisfy the full exercise of
all Options for the time being remaining capable of being exercised.
13.
MODIFICATIONS TO THE ESOS
13.1
Any or all the provisions of the ESOS may be modified and/or altered at any time and from
time to time by resolution of the Committee, except that:
(a)
any modification or alteration which shall alter adversely the rights attaching to any
Option granted prior to such modification or alteration and which in the opinion of the
Committee, materially alters the rights attaching to any Option granted prior to such
modification or alteration may only be made with the consent in writing of such number
of Participants who, if they exercised their Options in full, would thereby become
entitled to not less than three-quarters (3/4) of the total number of Shares which would
fall to be allotted upon exercise in full of all outstanding Options;
(b)
any modification or alteration which would be to the advantage of Participants under

the ESOS shall be subject to the prior approval of the Shareholders in general
meeting; and
(c)
no modification or alteration shall be made without the prior approval of the Sponsor
or (if required) any other stock exchange on which the Shares are quoted and listed,
and such other regulatory authorities as may be necessary.
For the purposes of Rule 13.1(a), the opinion of the Committee as to whether any
modification or alteration would alter adversely the rights attaching to any Option shall be
final and conclusive.
13.2
Notwithstanding anything to the contrary contained in Rule 13.1, the Committee may at any
time by resolution (and without other formality, save for the prior approval of the Sponsor)
amend or alter the ESOS in any way to the extent necessary to cause the ESOS to comply
with any statutory provision or the provisions or the regulations of any regulatory or other
relevant authority or body.
13.3
Written notice of any modification or alteration made in accordance with this Rule 13 shall
be given to all Participants.
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14.
DURATION OF THE ESOS
14.1
The ESOS shall continue to be in force at the discretion of the Committee, subject to a
maximum period of 10 years, commencing on the date on which the ESOS is adopted by
the Company in general meeting. Subject to compliance with any applicable laws and
regulations in Singapore, the ESOS may be continued beyond the above stipulated period
with the approval of the Shareholders by ordinary resolution at a general meeting and of
any relevant authorities which may then be required.
14.2
The ESOS may be terminated at any time by the Committee or by ordinary resolution of the
Shareholders at a general meeting subject to all other relevant approvals which may be
required and if the ESOS is so terminated, no further Options shall be offered by the
Company hereunder.
14.3
The termination, discontinuance or expiry of the ESOS shall be without prejudice to the
rights accrued to Options which have been granted and accepted as provided in Rule 8,
whether such Options have been exercised (whether fully or partially) or not.
15.
TAKE-OVER AND WINDING UP OF THE COMPANY
15.1
In the event of a take-over offer being made for the Company, Participants (including
Participants holding Options which are then not exercisable pursuant to the provisions of
Rules 11.1 and 11.2) holding Options as yet unexercised shall, notwithstanding Rules 11
and 12 but subject to Rule 15.5, be entitled to exercise such Options in full or in part during
the period commencing on the date on which such offer is made or, if such offer is
conditional, the date on which the offer becomes or is declared unconditional, as the case
may be, and ending on the earlier of:
(a)
the expiry of six months thereafter, unless prior to the expiry of such six month period,
at the recommendation of the offeror and with the approvals of the Committee and the
Sponsor, such expiry date is extended to a later date (being a date falling not later
than the date of expiry of the Option Period relating thereto); or
(b)
the date of the expiry of the Option Period relating thereto,
whereupon any Option then remaining unexercised shall immediately lapse and become
null and void.
Provided always that if during such period the offeror becomes entitled or bound to
exercise the rights of compulsory acquisition of the Shares under the provisions of the Act
and, being entitled to do so, gives notice to the Participants that it intends to exercise such
rights on a specified date, the Option shall remain exercisable by the Participants until such
specified date or the expiry of the Option Period relating thereto, whichever is earlier. Any
Option not so exercised by the said specified date shall lapse and become null and void.
Provided that the rights of acquisition or obligation to acquire stated in the notice shall have
been exercised or performed, as the case may be. If such rights of acquisition or
obligations have not been exercised or performed, all Options shall, subject to Rule 11.3,
remain exercisable until the expiry of the Option Period.
15.2
If, under any applicable laws, the court sanctions a compromise or arrangement proposed
for the purposes of, or in connection with, a scheme for the reconstruction of the Company
I-12

or its amalgamation with another corporation or corporations, Participants (including
Participants holding Options which are then not exercisable pursuant to the provisions of
Rule 11.1 and 11.2) shall notwithstanding Rules 11 and 12 but subject to Rule 15.5, be
entitled to exercise any Option then held by them during the period commencing on the
date upon which the compromise or arrangement is sanctioned by the court and ending
either on the expiry of 60 days thereafter or the date upon which the compromise or
arrangement becomes effective, whichever is later (but not after the expiry of the Option
Period relating thereto), whereupon any unexercised Option shall lapse and become null
and void, provided always that the date of exercise of any Option shall be before the expiry
of the relevant Option Period.
15.3
If an order or an effective resolution is passed for the winding up of the Company on the
basis of its insolvency, all Options, to the extent unexercised, shall lapse and become null
and void.
15.4
In the event a notice is given by the Company to its members to convene a general meeting
for the purposes of considering and, if thought fit, approving a resolution to voluntarily
wind-up the Company, the Company shall on the same date as or soon after it despatches
such notice to each member of the Company give notice thereof to all Participants (together
with a notice of the existence of the provision of this Rule 15.4) and thereupon, each
Participant (or his personal representative) shall be entitled to exercise all or any of his
Options at any time not later than two (2) business days prior to the proposed general
meeting of the Company by giving notice in writing to the Company, accompanied by a
remittance for the full amount of the aggregate Exercise Price for the shares in respect of
which the notice is given whereupon the Company shall as soon as possible and in any
event, no later than the business day immediately prior to the date of the proposed general
meeting referred to above, allot the relevant Shares to the Participant credited as fully paid.
15.5
If in connection with the making of a general offer referred to in Rule 15.1 above or the
scheme referred to in Rule 15.2 above or the winding up referred to in Rule 15.4 above,
arrangements are made (which are confirmed in writing by the Auditors, acting only as
experts and not as arbitrators, to be fair and reasonable) for the compensation of
Participants, whether by the continuation of their Options or the payment of cash or the
grant of other options or otherwise, a Participant holding an Option, which is not then
exercisable, may not, at the discretion of the Committee, be permitted to exercise that
Option as provided for in this Rule 15.
15.6
If the events stipulated in this Rule 15 should occur, to the extent that an Option is not
exercised within the respective periods referred to herein in this Rule 15, it shall lapse and
become null and void.
16.
ADMINISTRATION OF THE ESOS
16.1
The ESOS shall be administered by the Committee in its absolute discretion with such
powers and duties as are conferred upon it by the Board.
16.2
The Committee shall have the power, from time to time, to make or vary such regulations
(not being inconsistent with the ESOS) as it may consider necessary, desirable or
expedient for it to administer and give effect to the ESOS.
I-13

16.3
Any decision of the Committee, made pursuant to any Rule of the ESOS (other than a
matter to be certified by the Auditors), shall be final and binding (including any decisions
pertaining to disputes as to the interpretation of the Rules of the ESOS or any rule,
regulation or procedure thereunder or as to any rights under the ESOS),
16.4
A Director who is a member of the Committee shall not be involved in its deliberation in
respect of Options to be granted to him.
17.
NOTICES
17.1
Any notice given by a Participant to the Company shall be sent by post or delivered to the
registered office of the Company or such other address as may be notified by the Company
to the Participant in writing.
17.2
Any notice or documents given by the Company to a Participant shall be sent to the
Participant by hand or sent to him at his home address stated in the records of the
Company or the last known address of the Participant, and if sent by post shall be deemed
to have been given on the day immediately following the date of posting.
18.
TERMS OF EMPLOYMENT UNAFFECTED
18.1
The ESOS or any Option shall not form part of any contract of employment between the
Company or any Subsidiary (as the case may be) and any Participant and the rights and
obligations of any individual under the terms of the office or employment with such
company within the Group shall not be affected by his participation in the ESOS or any right
which he may have to participate in it or any Option which he may hold and the ESOS or
any Option shall afford such an individual no additional rights to compensation or damages
in consequence of the termination of such office or employment for any reason whatsoever.
18.2
The ESOS shall not confer on any person any legal or equitable rights (other than those
constituting the Options themselves) against the Company and/or any Subsidiary directly
or indirectly or give rise to any cause of action at law or in equity against the Company or
any Subsidiary.
19.
TAXES
All taxes (including income tax) arising from the exercise of any Option granted to any
Participant under the ESOS shall be borne by that Participant.
20.
COSTS AND EXPENSES OF THE ESOS
20.1
Each Participant shall be responsible for all fees of CDP relating to or in connection with
the issue and allotment of any Shares pursuant to the exercise of any Option in CDPs
name, the deposit of share certificate(s) with CDP, the Participants securities account with
CDP or the Participants securities sub-account with a Depository Agent or CPF investment
account with a CPF agent bank and all taxes referred to in Rule 19 which shall be payable
by the relevant Participant.
20.2
Save for such costs and expenses expressly provided in the Rules to be payable by the
Participants, all fees, costs and expenses incurred by the Company in relation to the ESOS
including but not limited to the fees, costs and expenses relating to the allotment and issue
of Shares pursuant to the exercise of any Option shall be borne by the Company.
I-14

21.
CONDITION OF OPTION
Every Option shall be subject to the condition that no Shares shall be issued pursuant to
the exercise of an Option if such issue would be contrary to the constitutive documents of
the Company or any law or enactment, or any rules or regulations of any legislative or
non-legislative governing body for the time being in force in Singapore or any other relevant
country.
22.
DISCLAIMER OF LIABILITY
Notwithstanding any provisions herein contained and subject to the Act, the Board, the
Committee and the Company shall not under any circumstances be held liable for any
costs, losses, expenses and damages whatsoever and howsoever arising in respect of any
matter under or in connection with the ESOS, including but not limited to the Companys
delay in allotting and issuing the Shares or in applying for or procuring the listing of the
Shares on Catalist (or any other relevant stock exchange).
23.
DISCLOSURE IN ANNUAL REPORT

The Company shall make the following disclosure in its annual report:
(a)
the names of the members of the Committee;
(b)
the information required in the table below for the following Participants (which for the
avoidance of doubt, shall include Participants who have exercised all their Options in
any particular financial year):
(i)
Participants who are Directors of the Company; and
(ii)
Participants who are Controlling Shareholders of the Company and their

Associates; and
(iii) Participants, other than those in (i) and (ii) above, who receive 5% or more of the
total number of Options available under the ESOS;
Name of
Participant
(c)
Options
granted
during
financial
year under
review
(including
terms)
Aggregate of the
ESOS to end of
financial year
under review
Options granted
since
commencement
Aggregate
Options
exercised since
commencement
of the ESOS to
end of financial
year under
review
Aggregate
Options
outstanding
as at end
of financial
year under
review
in respect of Options granted to directors and employees of the parent company and
its subsidiaries:
(i)
the names of and number and terms of Options granted to each director or
employee of the parent company and its subsidiaries who receives 5% or more
of the total number of Options available to all directors and employees of the
parent company and its subsidiaries under the scheme, during the financial year
under review; and
I-15

(ii)
(d)
the aggregate number of Options granted to the directors and employees of the
parent company and its subsidiaries for the financial year under review, and
since the commencement of the ESOS to the end of the financial year under
review.
the number and proportion of Options granted at the following discounts to average
market value of the Shares in the financial year under review:
(i)
Options granted at up to 10% discount; and
(ii)
Options granted at between 10% but not more than 20% discount.
Provided that if any of the above requirements is not applicable, an appropriate negative
statement must be included.
24.
ABSTENTION FROM VOTING

Shareholders who are eligible to participate in the ESOS shall abstain from voting on any
Shareholders resolution relating to the ESOS.
25.
DISPUTES
Any disputes or differences of any nature arising hereunder shall be referred to the
Committee and its decision shall be final and binding in all respects.
26.
GOVERNING LAW
The ESOS shall be governed by, and construed in accordance with, the laws of the
Republic of Singapore. The Participants, by accepting Options in accordance with the
ESOS, and the Company submit to the exclusive jurisdiction of the courts of the Republic
of Singapore.
I-16

Schedule A
ZICO HOLDINGS EMPLOYEE SHARE OPTION SCHEME
LETTER OF OFFER
Serial No:
Date:
To:
[Name]
[Designation]
[Address]
Private and Confidential
Dear Sir/Madam,
1.
We have the pleasure of informing you that, pursuant to the ZICO Holdings Employee
Share Option Scheme (the ESOS), you have been nominated to participate in the ESOS
by the Committee (the Committee) appointed by the Board of Directors of ZICO Holdings
Inc. (the Company) to administer the ESOS. Terms as defined in the Rules of the ESOS
shall have the same meaning when used in this letter.
2.
Accordingly, in consideration of the payment of a sum of S$1.00, an offer is hereby made

to grant you an option (the Option), to subscribe for and be allotted
Shares at the price of S$
per Share.
3.
The Option is personal to you and shall not be transferred, charged, pledged, assigned or
otherwise disposed of by you, in whole or in part, except with the prior approval of the
Committee.
4.
The Option shall be subject to the terms of the ESOS, a copy of which is available for
inspection at the business address of the Company.
5.
If you wish to accept the offer of the Option on the terms of this letter, please sign and return
the enclosed Acceptance Form with a sum of S$1.00 not later than 5.00 p.m. on
failing which this offer will lapse.
Yours faithfully,
For and on behalf of
ZICO Holdings Inc.
Name:
Designation:
I-17

Schedule B
ACCEPTANCE FORM
Serial No:
Date:
To:
The Committee
ZICO Holdings Inc.
Unit Level 13(A)
Main Office Tower, Financial Park Labuan,
Jalan Merdeka,
Closing Date for Acceptance of Offer
Number of Shares Offered
Exercise Price for each Share
Total Amount Payable
I have read your Letter of Offer dated

and agree to be bound by the terms
of the Letter of Offer and ESOS referred to therein. Terms defined in your Letter of Offer shall have
the same meanings when used in this Acceptance Form.
Shares at S$
I hereby accept the Option to subscribe for
per Share. I enclose cash for S$1.00 in payment for the purchase of the Option/l authorise my
employer to deduct the sum of S$1.00 from my salary in payment for the purchase of the Option.
I understand that I am not obliged to exercise the Option.
I confirm that my acceptance of the Option will not result in the contravention of any applicable law
or regulation in relation to the ownership of Shares in the Company or options to subscribe for
such Shares.
I further acknowledge and confirm that you have not made any representation to induce me to
accept the offer in respect of the said Option and that the terms of the Letter of Offer and this
Acceptance Form constitute the entire agreement between us relating to the offer.
I-18

Please print in block letters
Name in full
Designation
Address
Nationality
*NRIC/Passport No.
Signature
Date
Note:
*Delete where inapplicable
I-19

Schedule C
EXERCISE NOTICE
Total number of ordinary shares (the

per
Shares) offered at S$
Share (the Exercise Price) under the
(Date of Grant)
ESOS on
Number of Shares previously allotted

thereunder
Outstanding balance of Shares to be

allotted thereunder
Number of Shares now to be subscribed
To:
The Committee
ZICO Holdings Inc.
Unit Level 13(A)
Main Office Tower, Financial Park Labuan,
Jalan Merdeka,
1.
Pursuant to your Letter of Offer dated

hereby exercise the Option to subscribe
Inc. (the Company) at S$
and my acceptance thereof, I

for Shares in ZICO Holdings
per Share.
2.
I enclose a cheque/cashiers order/bankers draft/postal order no. for S$

by way of subscription for the total number of the said Shares.
3.
I agree to subscribe for the said Shares subject to the terms of the Letter of Offer, the ZICO
Holdings Employee Share Option Scheme and the Memorandum and Articles of
Association of the Company.
4.
I declare that I am subscribing for the said Shares for myself and not as a nominee for any
other person.
5.
I request the Company to allot and issue the Shares in the name of The Central Depository
(Pte) Limited (CDP) for credit of my *securities account with CDP/Sub-Account with the
Depository Agent/CPF investment account with my Agent Bank specified below and I
hereby agree to bear such fees or other charges as may be imposed by CDP in respect
thereof.
I-20

Please print in block letters
Name in full
Designation
Address
Nationality
*NRIC/Passport No
*Direct Securities
Account No.
OR
*Sub Account No.
Name of Depository
Agent
OR
*CPF Investment
Account No.
Name of Agent Bank
Signature
Date
Note:
*Delete where inapplicable
I-21
APPENDIX J TERMS, CONDITIONS AND PROCEDURES FOR

APPLICATION AND ACCEPTANCE
You are invited to apply and subscribe for the Placement Shares at the Placement Price, subject
to the following terms and conditions:
1.
YOUR APPLICATION MUST BE MADE IN LOTS OF 1,000 PLACEMENT SHARES AND

INTEGRAL MULTIPLES THEREOF. YOUR APPLICATION FOR ANY OTHER NUMBER OF
SHARES WILL BE REJECTED.
2.
Your application for Placement Shares may only be made by way of printed Placement
Shares Application Forms.
YOU MAY NOT USE CPF FUNDS TO APPLY FOR THE PLACEMENT SHARES.
3.
You are allowed to submit only one (1) application in your own name for the Placement
Shares.
If you, being other than an approved nominee company, have submitted an application
for Placement Shares in your own name, you should not submit any other application
for Placement Shares for any other person. Such separate applications shall be
deemed to be multiple applications and may be rejected at the discretion of our
Company and the Sponsor, Issue Manager and Placement Agent.
Joint and multiple applications for the Placement Shares shall be rejected. If you
submit or procure submissions of multiple share applications for the Placement
Shares, you may be deemed to have committed an offence under the Penal Code,
Chapter 224 of Singapore and the SFA, and your applications may be referred to the
relevant authorities for investigation. Multiple applications or those appearing to be or
suspected of being multiple applications may be rejected at the discretion of our
Company and the Sponsor, Issue Manager and Placement Agent.
4.
We will not accept applications from any person under the age of 18 years, undischarged
bankrupts, sole proprietorships, partnerships, non-corporate bodies, joint Securities Account
holders of CDP and from applicants whose addresses (as furnished in their Application
Forms) bear post office box numbers. No person acting or purporting to act on behalf of a
deceased person is allowed to apply under the Securities Account with CDP in the deceased
name at the time of application.
5.
We will not recognise the existence of a trust. Any application by a trustee or trustees must
be made in his/her/their own name(s) and without qualification or, where the application is
made by way of an Application Form by a nominee, in the name(s) of an approved nominee
company or companies after complying with paragraph 6 below.
6.
WE WILL NOT ACCEPT APPLICATIONS FROM NOMINEES EXCEPT THOSE MADE BY

APPROVED NOMINEE COMPANIES ONLY. Approved nominee companies are defined as
banks, merchant banks, finance companies, insurance companies and licensed securities
dealers in Singapore and nominee companies controlled by them. Applications made by
nominees other than approved nominee companies shall be rejected.
7.
IF YOU ARE NOT AN APPROVED NOMINEE COMPANY, YOU MUST MAINTAIN A

SECURITIES ACCOUNT WITH CDP IN YOUR OWN NAME AT THE TIME OF YOUR
APPLICATION. If you do not have an existing Securities Account with CDP in your own name
J-1

at the time of your application, your application will be rejected. If you have an existing
Securities Account with CDP but fail to provide your Securities Account number or provide an
incorrect Securities Account number in Section B of the Application Form, your application
may be rejected. Subject to paragraph 8 below, your application shall be rejected if your
particulars such as name, NRIC/passport number, nationality, permanent residence status
and CDP Securities Account number provided in your Application Form differ from those
particulars in your Securities Account as maintained with CDP. If you possess more than one
individual direct Securities Account with CDP, your application shall be rejected.
8.
If your address as stated in the Application Form is different from the address
registered with CDP, you must inform CDP of your updated address promptly, failing
which the notification letter on successful allotment and other correspondence from
CDP will be sent to your address last registered with CDP.
9.
Our Company and the Sponsor, Issue Manager and Placement Agent reserve the right
to reject any application which does not conform strictly to the instructions set out in
the Application Form and in this Offer Document or with the terms and conditions of
this Offer Document, or which is illegible, incomplete, incorrectly completed, or which
is accompanied by an improperly drawn remittance or improper form of remittance or
remittances which are not honoured upon the first presentation.
10. Our Company and the Sponsor, Issue Manager and Placement Agent further reserve
the right to treat as valid any applications not completed or submitted or effected in all
respects in accordance with the instructions set out in the Application Form or the
terms and conditions of this Offer Document, and also to present for payment or other
processes all remittances at any time after receipt and to have full access to all
information relating to, or deriving from, such remittances or the processing thereof.
11.
Our Company and the Sponsor, Issue Manager and Placement Agent reserve the right to
reject or to accept, in whole or in part, or to scale down, any application, without assigning
any reason therefor, and no enquiry and/or correspondence on the decision with regards
hereto will be entertained. In deciding the basis of allotment which shall be at the discretion
of our Company and the Sponsor, Issue Manager and Placement Agent, due consideration
will be given to the desirability of allotting the Placement Shares to a reasonable number of
applicants with a view to establishing an adequate market for our Shares.
12. Share certificates will be registered in the name of CDP or its nominee and will be forwarded
only to CDP. It is expected that CDP will send to you, at your own risk, within 15 Market Days
after the close of the Application List, a statement of account stating that your Securities
Account has been credited with the number of Placement Shares allotted to you, if your
application is successful. This will be the only acknowledgement of application monies
received and is not an acknowledgement by our Company and the Sponsor, Issue Manager
and Placement Agent. You irrevocably authorise CDP to complete and sign on your behalf,
as transferee or renounce, any instrument of transfer and/or other documents required for
the issue or transfer of the Placement Shares allotted to you.
J-2

13. In the event that we lodge a supplementary or replacement Offer Document (Relevant
Document) pursuant to the SFA or any applicable legislation in force from time to time prior
to the close of the Placement, and the Placement Shares have not been issued, we will (as
required by law), and subject to the SFA, at our sole and absolute discretion either
(i)
within seven (7) days of the lodgement of the Relevant Document give you a copy of the
Relevant Document and provide you with an option to withdraw; or
(ii)
deem your application as withdrawn and cancelled and refund your application monies
(without interest or any share of revenue or other benefit arising therefrom) to you within
seven (7) days from the lodgement of the Relevant Document.
Where you have notified us within 14 days from the date of lodgement of the Relevant
Document of your wish to exercise your option under paragraph 13(i) above to withdraw your
application, we shall pay to you all monies paid by you on account of your application for the
Placement Shares without interest or any share of revenue or other benefit arising therefrom
and at your own risk, within seven (7) days from the receipt of such notification.
In the event that at any time at the time of the lodgement of the Relevant Document, the
Placement Shares have already been issued but trading has not commenced, we will (as
required by law), and subject to the SFA, either:
(iii) within seven (7) days from the lodgement of the Relevant Document give you a copy of
the Relevant Document and provide you with an option to return the Placement Shares;
or
(iv) deem the issue as void and refund your payment for the Placement Shares (without
interest or any share of revenue or other benefit arising therefrom) within seven (7) days
from the lodgement of the Relevant Document.
Any applicant who wishes to exercise his option under paragraph 13(iii) above to return the
Placement Shares issued to him shall, within 14 days from the date of lodgement of the
Relevant Document, notify us of this and return all documents, if any, purporting to be
evidence of title of those Placement Shares, whereupon we shall, subject to the SFA, within
seven (7) days from the receipt of such notification and documents, pay to him all monies
paid by him for the Placement Shares without interest or any share of revenue or other
benefit arising therefrom and at his own risk, and the Placement Shares issued to him shall
be void.
Additional terms and instructions applicable upon the lodgement of the Relevant Document,
including instructions on how you can exercise the option to withdraw, may be found in such
Relevant Document.
14. You irrevocably authorise CDP to disclose the outcome of your application, including the
number of Placement Shares allotted to you pursuant to your application, to us, and the
Sponsor, Issue Manager and Placement Agent and, any other parties so authorised by the
foregoing persons.
15. Any reference to you or the applicant in this section shall include an individual, a
corporation, an approved nominee and trustee applying for the Placement Shares through
the Placement Agent or its designated sub-placement agent(s).
J-3

16. By completing and delivering an Application Form in accordance with the provisions of this
Offer Document, you:
i.
irrevocably offer, agree and undertake to subscribe for the number of Placement Shares
specified in your application (or such smaller number for which the application is
accepted) at the Placement Price and agree that you will accept such Placement
Shares as may be allotted to you, in each case, subject to the conditions set out in this
Offer Document and the Memorandum and Articles of Association of our Company;
ii.
agree that the aggregate Placement Price for the Placement Shares applied for is due
and payable to our Company upon application with;
iii.
(i) consent to the collection, use and disclosure of your name, NRIC/passport number
or company registration number, address, nationality, permanent resident status,
Securities Account number, share application amount, share application details and
other personal data (Personal Data) by the Share Registrar, CDP, Securities Clearing
and Computer Services (Pte.) Ltd (SCCS), SGX-ST, our Company, the Sponsor, Issue
Manager and Placement Agent and/or other authorised operators (the Relevant
Persons) for the purpose of facilitating your application for the Placement Shares, and
(ii) warrant that where you, as an approved nominee company, disclose the Personal
Data of the beneficial owner(s) to the Relevant Persons, such disclosure is in
compliance with the applicable laws (collectively, the Personal Data Privacy Terms);
iv.
warrant the truth and accuracy of the information contained, and representations and
declarations made, in your application, and acknowledge and agree that such
information, representations and declarations will be relied on by our Company and
Sponsor, Issue Manager and Placement Agent in determining whether to accept your
application and/or whether to allot any Placement Shares to you; and
v.
agree and warrant that, if the laws of any jurisdictions outside Singapore are applicable
to your application, you have complied with all such laws and none of our Company and
Sponsor, Issue Manager and Placement Agent will infringe any such laws as a result of
the acceptance of your application.
17. Our acceptance of applications will be conditional upon, inter alia, our Company and
Sponsor, Issue Manager and Placement Agent being satisfied that:
i.
permission has been granted by the SGX-ST to deal in and for quotation of all our
existing Shares, the Placement Shares, the Performance Shares and the Option Shares
on Catalist;
ii.
the Management Agreement and the Placement Agreement referred to in the section
General and Statutory Information Management and Placement Arrangements of
this Offer Document have become unconditional and have not been terminated or
cancelled prior to such date as our Company may determine; and
iii.
the Authority has not served a stop order (Stop Order) which directs that no or no
further shares to which this Offer Document relates be allotted.
J-4

18. In the event that a Stop Order in respect of the Placement Shares is served by the Authority
or other competent authority, and:
i.
the Placement Shares have not been issued, we will (as required by law), and subject
to the SFA, deem all applications withdrawn and cancelled and we shall refund the
application monies (without interest or any share of revenue or other benefit arising
therefrom) to you within 14 days of the date of the Stop Order; or
ii.
if the Placement Shares have already been issued but trading has not commenced, the
issue of the Placement Shares will (as required by law) be deemed void and:
(a)
if documents purporting to evidence title had been issued to you, our Company
shall inform you to return such documents to us within 14 days from that date; and
(b)
our Company will refund the application monies (without interest or any share of
revenue or other benefit arising therefrom) to you within 7 days from the date of
receipt of those documents (if applicable) or the date of the Stop Order, whichever
is later.
This shall not apply where only an interim stop order has been served.
19. In the event that an interim stop order in respect of the Placement Shares is served by the
Authority or other competent authority, no Placement Shares shall be issued to you when the
interim Stop Order is in force.
20. The Authority or other competent authority is not able to serve a Stop Order in respect of the
Placement Shares if the Placement Shares have been issued and listed on a securities
exchange and trading in them has commenced.
21. In the event of any changes in the closure of the Application List or the time period during
which the Placement is open, we will publicly announce the same through a SGXNET
announcement to be posted on the Internet at the SGX-ST website http://www.sgx.com and
through a paid advertisement in a generally circulating daily press.
22. We will not hold any application in reserve.
23. We will not allot shares on the basis of this Offer Document later than six (6) months after
the date of registration of this Offer Document by the SGX-ST, acting as an agent on behalf
of the Authority.
24. Additional terms and conditions for applications by way of an Application Form are set out on
pages J-5 to J-9 of this Offer Document.
ADDITIONAL TERMS AND CONDITIONS FOR APPLICATIONS USING APPLICATION FORMS
Applications by way of an Application Form shall be made on, and subject to, the terms and
conditions of this Offer Document, including but not limited to, the terms and conditions appearing
below as well as those set out in the section entitled Appendix J Terms, Conditions And
Procedures For Application and Acceptance of this Offer Document as well as the Memorandum
and Articles of Association of our Company.
J-5

1.
Your application for the Placement Shares must be made using the BLUE Application Form
for Placement Shares accompanying and forming part of this Offer Document. ONLY ONE
APPLICATION should be enclosed in each envelope.
We draw your attention to the detailed instructions contained in the Application Form and this
Offer Document for the completion of the Application Form which must be carefully followed.
Our Company and the Sponsor, Issue Manager and Placement Agent reserve the right
to reject applications which do not conform strictly to the instructions set out in the
Application Form and this Offer Document or to the terms and conditions of this Offer
Documents or which are illegible, incomplete, incorrectly completed or which are
accompanied by improperly drawn remittances or improper form of remittances which
are not honoured upon their first presentation.
2.
Your Application Forms must be completed in English. Please type or write clearly in ink
using BLOCK LETTERS.
3.
All spaces in the Application Form, except those under the heading FOR OFFICIAL USE
ONLY, must be completed and the words NOT APPLICABLE or N.A. should be written
in any space that is not applicable.
4.
Individuals, corporations, approved nominee companies and trustees must give their names
in full. If you are an individual, you must make your application using your full names as they
appear in your identity cards (if you have such identification document) or in your passports
and, in the case of corporation, in your full name as registered with a competent authority.
If you are not an individual, you must complete the Application Form under the hand of an
official who must state the name and capacity in which he signs the Application Form. If you
are a corporation completing the Application Form, you are required to affix your Common
Seal (if any) in accordance with your Memorandum and Articles of Association or equivalent
constitutive documents of the corporation. If you are a corporate applicant and your
application is successful, a copy of your Memorandum and Articles of Association or
equivalent constitutive documents must be lodged with our Companys Share Registrar and
Share Transfer Office. Our Company and the Sponsor, Issue Manager and Placement Agent
reserve the right to require you to produce documentary proof of identification for verification
purposes.
5.
(a)
You must complete Sections A and B and sign on page 1 of the Application Form.
(b)
You are required to delete either paragraph 7(a) or 7(b) on page 1 of the Application
Form. Where paragraph 7(a) is deleted, you must also complete Section C of the
Application Form with particulars of the beneficial owner(s).
(c)
If you fail to make the required declaration in paragraph 7(a) or 7(b), as the case may
be, on page 1 of the Application Form, your application is liable to be rejected.
6.
You (whether you are an individual or corporate applicant, whether incorporated or

unincorporated and wherever incorporated or constituted) will be required to declare whether
you are a citizen or permanent resident of Singapore or a corporation in which citizens or
permanent residents of Singapore or any body corporate constituted under any statute of
Singapore having an interest in the aggregate of more than 50.0 per cent. of the issued share
capital of or interests in such corporations. If you are an approved nominee company, you are
J-6

required to declare whether the beneficial owner of the Placement Shares is a citizen or
permanent resident of Singapore or a corporation, whether incorporated or unincorporated
and wherever incorporated or constituted, in which citizens or permanent residents of
Singapore or any body corporate whether incorporated or unincorporated and wherever
incorporated or constituted under any statute of Singapore have an interest in the aggregate
of more than 50.0 per cent. of the issued share capital of or interests in such corporation.
7.
Your application must be accompanied by a remittance in Singapore currency for the full
amount payable, in respect of the number of Placement Shares applied for, in the form of a
BANKERS DRAFT or CASHIERS ORDER drawn on a bank in Singapore, made out in
favour of ZICO SHARE ISSUE ACCOUNT crossed A/C PAYEE ONLY, with your name,
CDP Securities Account Number and address written clearly on the reverse side.
Applications not accompanied by any payment or accompanied by ANY OTHER FORM OF
PAYMENT WILL NOT BE ACCEPTED. We will reject remittances bearing NOT
TRANSFERABLE or NON TRANSFERABLE crossings. No acknowledgement or receipt
will be issued by us or the Sponsor, Issue Manager and Placement Agent for applications and
application monies received.
8.
Where your application is rejected or accepted in part only, the full amount or the balance of
the application monies, as the case may be, will be refunded (without interest or any share
of revenue or other benefit arising therefrom) to you by ordinary post at your own risk within
14 Market Days after the close of the Application List, provided that the remittance
accompanying such application which has been presented for payment or other processes
has been honoured and application monies have been received in the designated share
issue account. In the event that the Placement is cancelled by us following the termination
of the Management Agreement and/or the Placement Agreement or the Placement does not
proceed for any reason, the application monies received will be refunded (without interest or
any share of revenue or any other benefit arising therefrom) to you by ordinary post or
telegraphic transfer at your own risk within 5 Market Days from the termination of the
Placement. In the event that the Placement is cancelled by us following the issuance of a
Stop Order by the Authority, the application monies received will be refunded (without
interest or any share of revenue or other benefit arising therefrom) to you by ordinary post
or telegraphic transfer at your own risk within 14 Market Days from the date of the Stop
Order.
9.
Capitalised terms used in the Application Forms and defined in this Offer Document shall
bear the meanings assigned to them in this Offer Document.
10. You irrevocably agree and acknowledge that your application is subject to risks of fire, acts
of God and other events beyond the control of our Company, our Directors and the Sponsor,
Issue Manager and Placement Agent and/or any other party involved in the Placement and
if, in any such event, our Company and/or the Sponsor, Issue Manager and Placement Agent
do not receive your Application Form, you shall have no claim whatsoever against our
Company and/or the Sponsor, Issue Manager and Placement Agent and/or any other party
involved in the Placement for the Placement Shares applied for or for any compensation, loss
or damage.
J-7

11.
By completing and delivering the Application Form, you agree that:

i.
in consideration of our Company having distributed the Application Form to you and
agreeing to close the Application List at 12.00 noon on 7 November 2014 or such other
time or date as our Company may, in consultation with the Sponsor, Issue Manager and
Placement Agent, decide and by completing and delivering the Application Form, you
agree that:
(a)
your application is irrevocable; and
(b)
your remittance will be honoured on first presentation and that any monies
returnable may be held pending clearance of your payment without interest or any
share of revenue or other benefit arising therefrom;
ii.
neither our Company and the Sponsor, Issue Manager and Placement Agent nor any
party involved in the Placement shall be liable for any delays, failures or inaccuracies
in the rewarding, storage or in the transmission or delivery of data relating to your
application to us or CDP due to breakdowns or failure of transmission, delivery or
communication facilities or any risks referred to in paragraph 10 above or to any cause
beyond their respective controls;
iii.
all applications, acceptances and contracts resulting therefrom under the Placement
shall be governed by and construed in accordance with the laws of Singapore and that
you irrevocably submit to the non-exclusive jurisdiction of the Singapore courts;
iv.
in respect of the Placement Shares for which your application has been received and
not rejected, acceptance of your application shall be constituted by written notification
and not otherwise, notwithstanding any remittance being presented for payment by or
on behalf of our Company;
v.
you will not be entitled to exercise any remedy of rescission for misrepresentation at
any time after acceptance of your application;
vi.
in making your application, reliance is placed solely on the information contained in this
Offer Document and that none of our Company or the Sponsor, Issue Manager and
Placement Agent or any other person involved in the Placement shall have any liability
for any information not so contained;
vii.
you accept and agree to the Personal Data Privacy Terms set out in this Offer
Document; and
viii. you irrevocably agree and undertake to subscribe for the number of Placement Shares
applied for as stated in the Application Form or any smaller number of such Placement
Shares that may be allotted to you in respect of your application. In the event that our
Company decides to allot any smaller number of Placement Shares or not to allot any
Placement Shares to you, you agree to accept such decision as final.
J-8

Applications for Placement Shares
1.
Your application for Placement Shares MUST be made using the BLUE Placement Shares
Application Forms. ONLY ONE APPLICATION should be enclosed in each envelope.
2.
The completed and agreed BLUE Placement Shares Application Form and the correct
remittance in full in respect of the number of Placement Shares applied for (in accordance
with the terms and conditions of this Offer Document) with your name and address written
clearly on the reverse side, must be enclosed and sealed in an envelope to be provided by
you. You must affix adequate postage (if despatching by ordinary post) and thereafter the
sealed envelope must be DESPATCHED BY ORDINARY POST OR DELIVERED BY HAND
at your own risk to ZICO Holdings Inc. c/o Tricor Barbinder Share Registration Services, 80
Robinson Road #02-00, Singapore 068898, to arrive by 12.00 noon on 7 November 2014
or such other time as our Company may, in consultation with the Sponsor, Issue
Manager and Placement Agent, decide. Local Urgent Mail or Registered Post must NOT
be used. ONLY ONE APPLICATION should be enclosed in each envelope. No
acknowledgement of receipt will be issued for any application or remittance received.
3.
Applications that are illegible, incomplete or incorrectly completed or accompanied by

improperly drawn remittances or improper form of remittance or which are not honoured upon
their first presentation are liable to be rejected.
J-9
Focused Market
Positioning

Multidisciplinary
Solutions
Multidisciplinary
professional
PROSPECTS
Barriers to Entry
Reputable Brands

in
each
jurisdiction,
existing
The
ZICO,
ZICOlaw
and

Innovative Business
Model
Regional Management

companies



in the region
Practices (MDPs)

services industry


insourcing



Southeast Asia
in 2014 and 5.3% in 2015



Group

our Group


Strengthening our
Overseas Presence
Licensing Services
17.5%
30.4%
REVENUE BREAKDOWN
BY BUSINESS SEGMENT
HY2013
HY2014
Enhancing our
Range of Services
36.5%
69.6%
Revenue
(RM 'million)
(RM 'million)

range of clients
CAGR: 56.6%
CAGR: 46.9%
67.5%
59.6%

54.1%
56.0%
50.4%
19.2
12.6
8.9
FY2011
8.2
FY2012
FY2013
Revenue
13.0
17.6
HY2013
HY2014
5.3
7.0
FY2011
FY2012
9.5
4.1
FY2013
Pre-tax Profit

expansion contained
46.0%
HY2013
HY2014
Enhancement of
Support Systems

and scope
FUTURE
PLANS
Expanding the
ZICOlaw Network
have a presence
ZICO HOLDINGS INC.

ASEAN countries

Myanmar
Lao PDR
Thailand
Cambodia
Vietnam
Malaysia
(including Labuan)
Singapore
Indonesia


ZICO Holdings Inc.
INTEGRATED PROVIDER

SERVICES


8 Robinson Road
#03-00 ASO Building
Singapore 048544


been complied with.


Legal Services
Shariah Advisory
instruments

LICENSING
SERVICES
Regional
Management
Business
Support
Strategic advisory
Market intelligence
Business relations
Risk management

budgeting
Human resource
and training
and corporate
communications
Licensing of
the ZICO ,
ZICOlaw and
ZICOlaw Trusted
Business Advisor
trademarks
Business Agreements
Trust Services
Corporate Services

Labuan)
Consulting Services
MANAGEMENT &
SUPPORT SERVICES

Cross-promotion
and integration of
services
ZICOlaw Network
Zaid Ibrahim & Co*
ZICOlaw Sabah*
ZICOlaw Sarawak*
ZICOlaw Singapore*
ZICOlaw Thailand*
ZICOlaw Vietnam*
^
In
other
jurisdictions,
autonomous
law
firms
who are members of
the
ZICOlaw
Network,
*

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ZICO HOLDINGS INC.

ABOUT ZICO HOLDINGS INC.

We are an integrated network of

(Company Registration No.: LL07968)

OUR BUSINESS SEGMENTS

ADVISORY & TRANSACTIONAL

Placement of 48,000,000 Placement Shares at S$0.30 for each Placement Share,

(Company Registration No.: LL07968)

of profitability and there is no assurance that there will be a liquid market in

This offer is made in or accompanied by an offer document (the Offer

This document is important. If you are in any doubt as to the action

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

PrimePartners Corporate Finance Pte. Ltd. (the Sponsor) has made an

Sponsor, Issue Manager and Placement Agent

(Company Registration No.: 200207389D)

Accounting, finance and

ZICO HOLDINGS INC.

ABOUT ZICO HOLDINGS INC.

We are an integrated network of

(Company Registration No.: LL07968)

OUR BUSINESS SEGMENTS

ADVISORY & TRANSACTIONAL

Placement of 48,000,000 Placement Shares at S$0.30 for each Placement Share,

(Company Registration No.: LL07968)

of profitability and there is no assurance that there will be a liquid market in

This offer is made in or accompanied by an offer document (the Offer

This document is important. If you are in any doubt as to the action

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

PrimePartners Corporate Finance Pte. Ltd. (the Sponsor) has made an

Sponsor, Issue Manager and Placement Agent

(Company Registration No.: 200207389D)

Accounting, finance and

Professional qualifications, regulatory

Application process for professional

A regional management team

Disruptive innovation in the legal

Globalisation of commerce, technological developments and

Various alternative legal business models have gained

Leverage on the re-emergence of MDPs and the anticipated

Such legal innovation represents a distinct opportunity for

Promising economic outlook in

The ASEAN economy is projected to increase from about

Various jurisdictions, including the UK and Singapore have

The introduction of the ASEAN Economic Community in

These developments present opportunities to invest in

Less reliant on external third parties

Pre-tax Profit & Pre-tax Profit Margin

To diversify our range of professional

Unaudited (Half Year)

Unaudited (Half Year)

To expand the provision of our

Pre-tax Profit Margin

To capitalise on our regional network and

Professional qualifications, regulatory

Application process for professional

A regional management team

Disruptive innovation in the legal

Globalisation of commerce, technological developments and

Various alternative legal business models have gained

Leverage on the re-emergence of MDPs and the anticipated

Such legal innovation represents a distinct opportunity for

Promising economic outlook in

Accounting, finance and

Accounting, finance and

Professional qualifications, regulatory

Application process for professional

A regional management team

Less reliant on external third parties

Professional qualifications, regulatory

Application process for professional

A regional management team

Less reliant on external third parties