CHEWS GROUP LIMITED
(Company Registration No. 201020806C)
(Incorporated in Singapore on 30 September 2010)
Placement of 12,790,000 Placement Shares
at S$0.25 for each Placement Share,
payable in full on application
OFFER DOCUMENT DATED 16 FEBRUARY 2011
(Registered by the Singapore Exchange Securities Trading Limited (the SGX-ST)
CHEWS GROUP LIMITED
acting as agent on behalf of the Monetary Authority of Singapore (the Authority)
on 16 February 2011)
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 16 February 2011. The registration of this Offer Document by the
SGX-ST on behalf of the Authority does not imply that the Securities and Futures
Act (Chapter 289) of Singapore, or any other legal or regulatory requirements, or
requirements under the SGX-STs listing rules, have been complied with.
This document is important. If you are in any doubt as to the action you
should take, you should consult your legal, financial, tax or other professional
adviser(s).
PrimePartners Corporate Finance Pte. Ltd. (the Sponsor) has made an
application to the SGX-ST for permission to deal in, and for quotation of, all
the ordinary shares (the Shares) in the capital of Chews Group Limited
(the Company) already issued, the new Shares which are the subject of
this Placement (the Placement Shares) and the new Shares which may be
issued pursuant to the Chews Performance Share Plan (the Award Shares)
or upon the exercise of the options granted or to be granted under the
Chews Employee Share Option Scheme (the Option Shares) to be listed
for quotation on Catalist. The Sponsor has submitted this Offer Document to
the SGX-ST. 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 our existing issued Shares, the Placement
Manager, Sponsor and Sub-Placement Agent
PrimePartners Corporate Finance Pte. Ltd.
(Company Registration No.: 200207389D)
(Incorporated in the Republic of Singapore)
20 Murai Farmway
Singapore 709153
Tel: +65 6793 7678
Fax: +65 6795 7033
Email: chewsegg@singnet.com.sg
Shares, the Award 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 SGX-ST Main Board. In
particular, companies may list on Catalist without a track record of profitability and
there is no assurance that there will be a liquid market in the shares or units of
shares traded on Catalist. You should be aware of the risks of investing in such
companies and should make the decision to invest only after careful consideration
and, if appropriate, consultation with your professional adviser(s).
Neither the Authority nor the SGX-ST has examined or approved the contents
of this Offer Document. Neither the Authority nor the SGX-ST assumes any
responsibility for the contents of this Offer Document, including the correctness
of any of the statements or opinions made or reports contained in this Offer
Document. The SGX-ST does not normally review the application for admission
but relies on the Sponsor confirming that the Company is suitable to be listed and
complies with the Catalist Rules (as defined herein). Neither the Authority nor the
SGX-ST has in any way considered the merits of the Shares or units of Shares
being offered for investment.
We have not lodged this Offer Document in any other jurisdiction.
Investing in our Shares involves risks which are described in the section
entitled RISK FACTORS of this Offer Document.
After the expiration of six (6) months from the date of registration of this
Offer Document, no person shall make an offer of securities, or allot, issue
or sell any securities, on the basis of this Offer Document; and no officer or
equivalent person or promoter of the Company will authorise or permit the
offer of any securities or the allotment, issue or sale of any securities, on the
basis of this Offer Document.
Placement Agent
Asiasons WFG Securities Pte Ltd
(Company Registration No.: 200300646M)
(Incorporated in the Republic of Singapore)
 CORPORATE PROFILE AWARDS AND CERTIFICATIONS

We are one of the leading producers of fresh eggs in Singapore, specialising in the production and sale of
AWARD/CERTIFICATE AWARDED BY
Designer Eggs, which contain specific value-added nutrients. We are also engaged in the production and sale of
liquid eggs as well as the trading of spent grains. Over the years, we have built a strong presence and brand- ISO 9001:2008 Guardian Independent Certification Ltd
name in developing high quality, wholesome and safe eggs for consumers in Singapore. HACCP Guardian Independent Certification Ltd

Healthier Food Declaration Singapore Health Promotion Board

MAIN BUSINESS SEGMENTS QUALITY MANAGEMENT
Halal Certificate MUIS

Flu Pandemic Business Continuity Programme Singapore Business Federation (Apex Business Chamber)
We implement strict quality control measures at every stage of our layer farm
operations. Some of our quality control measures include: Singapore Quality Eggs Scheme AVA
implementation of the Closed-housed System, an enclosed system with high levels of 2011 Singapore Brand Award Singapore Evergreen Intl Edu Group Pte Ltd
biosecurity, built-in ventilation and strict entrance control which allows for the easy maintenance
of a more hygienic environment, whilst ensuring that the layers are isolated from other animals
such as rodents and wild birds which may be predators or disease carriers. The feed and water
given to the layers are also less likely to be contaminated by pollution and viruses as a result;

purchases of parent stock must conform to the specific requirements set by the AVA and
the suppliers farm must be AVA-accredited, and be free from any outbreak of avian influenza and
certain diseases for the last six (6) months prior to purchase;

regular vaccination and blood tests conducted on the chickens to ensure that they are healthy
and free from diseases such as salmonella pullorum;

disinfection of vehicles and people entering our layer farm and restriction of access; and
PRODUCTION AND SALE OF DESIGNER EGGS AND
GENERIC EGGS prohibition of animals, foreign poultry or foreign poultry products from entering our
Our principal business activity is the production and premises.
sale of Designer Eggs and generic eggs under our
Chews brand-name. Designer Eggs are eggs which To-date, we have not breached any laws or government regulations or been
contain specific value-added nutrients that meet the ordered by any government authority or body to pay any fines with respect to our
nutritional guidelines set by the Singapore Health layer farm operations or to close down any part of our operations.
Promotion Board as Healthier Choice products and are
also approved by the AVA.
PROSPECTS BUSINESS STRATEGIES AND FUTURE PLANS
PRODUCTION AND SALE OF LIQUID EGGS
We produce pure liquid eggs with no additional Continuing growth of local population (24% growth over past decade) as CONTINUOUS IMPROVEMENT AND UPGRADE OF FACILITIES, MACHINERY
ingredients via a pasteurisation process in a sanitised well as increase in tourists arrivals (totalling 11.6 million in the year 2010 AND EQUIPMENT TO ENHANCE OPERATIONAL AND COST EFFICIENCY
environment. We supply liquid eggs to our industrial representing approximately 20.2% year-on-year increase) will result in greater
customers in the food and beverage industry. consumption of eggs by consumers. Completed the first phase of the upgrading project which involved 11 layer sheds
Continuing economic growth, increasing affluence and increasing health and one (1) grower shed and the acquisition of a new egg grader.
COMPETITIVE STRENGTHS consciousness among the Singapore populace will increase the demand for Second phase of the upgrading project commenced in July 2010 and the entire
TRADING OF SPENT GRAINS
premium eggs such as our Designer Eggs. upgrading project is expected to be completed before the beginning of 2013.
We purchase spent grains via a tender process and
The long term objective of the Singapore government is to encourage the local Intend to utilise approximately S$1.8 million of the net proceeds raised pursuant
trade those not used by our own feed mill. STRONG TRACK RECORD AND ESTABLISHED BRAND-NAME IN THE INDUSTRY
egg producers to increase their egg production to meet 30% of the local egg to the Placement for the second phase of the upgrading project.
More than 90 corporate customers including NTUC and Dairy Farm Group.
Awarded the Healthier Choice logo in 2001. consumption from the current 23%. Policy and funding support from the
Singapore government will help increase the market share of local egg farms. ENHANCE PRODUCT DEVELOPMENT CAPABILITIES AND EXPAND THE
FINANCIAL HIGHLIGHTS The first layer farm in Singapore to be awarded the accreditation of ISO 9001:2000 (subsequently
RANGE OF FOOD PRODUCTS
certified ISO 9001:2008 under the new ISO criteria in 2009) and HACCP certification in 2003. Increasing awareness of the benefits of liquid eggs as an alternative to
19,207
shell eggs will lead to an increase in demand for liquid eggs.
Revenue (S$000)
16,845 Continuously expand the range of products.
4%
8% WIDEST RANGE OF PREMIUM EGGS IN SINGAPORE
14,472 3% Commenced the sale of Sakura kampong chickens in August 2010.
3% Currently has nine (9) main categories of Designer Eggs. Designer Eggs contain additional Vitamin
4%
E, have total fat content of less than 10% and feature 30% lower cholesterol level as compared to Obtained approval from the AVA on 27 December 2010 to conduct a one (1) year
96% 93% 89% the usual 426mg per 100grams of edible egg. pilot project on planting Sakura papaya trees using the Sakura lactobacillus
planting technology within the premises of the layer farm.
2008 2009 2010 HIGHLY AUTOMATED AND INTEGRATED PROCESSING SYSTEM AND CONSTANTLY KEEP
ABREAST OF NEW TECHNOLOGY EXPANSION OF CUSTOMER BASE
YEAR ENDED 30 SEPTEMBER
Designer Eggs and Generic Eggs Liquid Eggs Trading of spent grains Increases production efficiency and ensures the consistency and high quality of products.
Commenced first phase of the upgrading of farm buildings and equipment in February 2008. Continue with the expansion of customer base by primarily penetrating the food
Profit before income tax (S$ 000) and
Profit before income tax margin (%) 19.2% The upgrading project is expected to be completed before the beginning of 2013. and beverage industry.
Intend to increase marketing activities in relation to our Designer Eggs.
18.3%
LESS SUSCEPTIBLE TO PRICING OR MARGIN PRESSURES AND NOT MATERIALLY
15.6% DEPENDENT ON ANY SINGLE CUSTOMER STRENGTHEN BRAND RECOGNITION THROUGH BRAND MANAGEMENT
Less susceptible to pricing or margin pressures as the Designer Eggs are produced under the AND MARKETING STRATEGIES
2,642 2,628 3,689 Chews brand-name.
Reduced dependency on egg wholesalers through selling directly to customers, such as the Intend to strengthen the Chews brand-name through (i) product development,
2008 2009 2010 hypermarkets and supermarkets. innovation and quality; and (ii) branding and marketing strategies, which include
YEAR ENDED 30 SEPTEMBER Not materially dependent on any single customer which leads to more stable demand. brand management and positioning, advertising and promotional activities,
Net profit after tax (S$ 000) and 15.9% packaging design as well as participation in more trade fairs and exhibitions.
Net profit after tax margin (%) CONTINUALLY SEEK TO INNOVATE AND INCREASE THE VARIETY OF PRODUCTS
12.7% Designer Eggs has increased from the original three (3) main categories in 2001 to nine (9) main EXPANSION OF BUSINESS THROUGH ACQUISITIONS, JOINT VENTURES OR
10.2% categories currently. STRATEGIC ALLIANCES
Began supplying liquid eggs to industrial customers in the food and beverage industry in September
1,469 2,131 3,053 2008. Consider expanding through acquisitions, joint ventures or strategic alliances.
Strengthen market position, expand network of customers as well as expand into
2008 2009 2010 HALAL CERTIFICATION BY MUIS complementary new businesses.
YEAR ENDED 30 SEPTEMBER Certified by MUIS as having met the requirements for Halal fresh eggs since 2008.
Provides us with a competitive advantage in the Muslim community.
 TABLE OF CONTENTS

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

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

GLOSSARY OF TECHNICAL TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . 15

SELLING RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

DETAILS OF THE PLACEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

INDICATIVE TIMETABLE FOR LISTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

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

THE PLACEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
RISKS RELATING TO OUR BUSINESS OR THE INDUSTRY . . . . . . . . . . . . . . . . . . . . . . 30
RISKS RELATING TO OUR GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
RISKS RELATING TO AN INVESTMENT IN OUR SHARES . . . . . . . . . . . . . . . . . . . . . . . 38

ISSUE STATISTICS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

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

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

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

SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
SHAREHOLDING AND OWNERSHIP STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
SIGNIFICANT CHANGES IN PERCENTAGE OF OWNERSHIP. . . . . . . . . . . . . . . . . . . . . 52
MORATORIUM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

CAPITALISATION AND INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

WORKING CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

DILUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58

RESTRUCTURING EXERCISE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60

GROUP STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62

SELECTED COMBINED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND

FINANCIAL POSITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
PRINCIPAL COMPONENTS OF OUR INCOME STATEMENT . . . . . . . . . . . . . . . . . . . . . . 65
REVIEW OF RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
REVIEW OF FINANCIAL POSITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
LIQUIDITY AND CAPITAL RESOURCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80

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SEASONALITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
INFLATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
CAPITAL EXPENDITURES AND DIVESTMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
FOREIGN EXCHANGE MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
SIGNIFICANT CHANGES IN ACCOUNTING POLICIES . . . . . . . . . . . . . . . . . . . . . . . . . . 85

GENERAL INFORMATION ON OUR COMPANY AND OUR GROUP . . . . . . . . . . . . . . . . . . 86

HISTORY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
OUR SUBSIDIARIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87
BUSINESS OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87
BUSINESS PROCESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
PRODUCTION FACILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
PRODUCTION CAPACITIES AND UTILISATION RATES. . . . . . . . . . . . . . . . . . . . . . . . . . 94
QUALITY MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
OUR MAJOR CUSTOMERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
OUR MAJOR SUPPLIERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
CREDIT POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
INVENTORY MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
SALES AND MARKETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
INTELLECTUAL PROPERTY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
PERMITS, APPROVALS AND GOVERNMENT REGULATIONS . . . . . . . . . . . . . . . . . . . . 103
RESEARCH AND DEVELOPMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106
STAFF TRAINING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108
COMPETITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108
COMPETITIVE STRENGTHS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109
PROPERTIES AND FIXED ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110
AWARDS AND CERTIFICATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111
INDUSTRY OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111
PROSPECTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113
BUSINESS STRATEGIES AND FUTURE PLANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114
ORDER BOOK. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116
TREND INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116

INTERESTED PERSON TRANSACTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118

INTERESTED PERSONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118
PAST INTERESTED PERSON TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118

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ON-GOING INTERESTED PERSON TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . 121

GUIDELINES AND REVIEW PROCEDURES FOR ON-GOING AND FUTURE
INTERESTED PERSON TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122
POTENTIAL CONFLICTS OF INTERESTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124
INTERESTS OF EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125
INTERESTS OF MANAGER, SPONSOR AND SUB-PLACEMENT AGENT . . . . . . . . . . . . 125
INTERESTS OF PLACEMENT AGENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125

DIRECTORS, MANAGEMENT AND STAFF . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 126

DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 126
EXECUTIVE OFFICERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 131
MANAGEMENT REPORTING STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 134
EMPLOYEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 135
REMUNERATION OF DIRECTORS, EXECUTIVE OFFICERS AND RELATED
EMPLOYEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136
SERVICE AGREEMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 138

CHEWS PERFORMANCE SHARE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141

CHEWS EMPLOYEE SHARE OPTION SCHEME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 152

CORPORATE GOVERNANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 162

DESCRIPTION OF ORDINARY SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 167

EXCHANGE CONTROLS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 173

TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 174

CLEARANCE AND SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 177

GENERAL AND STATUTORY INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 178

APPENDIX A INDEPENDENT AUDITORS REPORT AND THE COMBINED

FINANCIAL STATEMENTS FOR THE YEARS ENDED 30 SEPTEMBER
2008, 2009 AND 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1

APPENDIX B SELECTED EXTRACTS OF OUR ARTICLES OF ASSOCIATION . . . . . B-1

APPENDIX C RULES OF THE CHEWS PERFORMANCE SHARE PLAN . . . . . . . . . . C-1

APPENDIX D RULES OF THE CHEWS EMPLOYEE SHARE OPTION SCHEME . . . . D-1

APPENDIX E TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND

ACCEPTANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-1

3
 CORPORATE INFORMATION

BOARD OF DIRECTORS : Chew Chee Bin (Executive Chairman)

Chew Eng Hoe (Managing Director)
Chew Chee Keong (Non-Executive Director)
Yuen Sou Wai (Lead Independent Director)
Chong Chin Fan (Independent Director)
Dr Choo Boon Seng (Independent Director)

COMPANY SECRETARY : Ng Peishi Loseana, LLB (Hons)

REGISTERED OFFICE : 1 Robinson Road

#17-00 AIA Tower
Singapore 048542

PRINCIPAL PLACE OF BUSINESS : 20 Murai Farmway

Singapore 709153

MANAGER, SPONSOR AND SUB- : PrimePartners Corporate Finance Pte. Ltd.

PLACEMENT AGENT 20 Cecil Street
#21-02 Equity Plaza
Singapore 049705

PLACEMENT AGENT : Asiasons WFG Securities Pte Ltd

5 Shenton Way
#28-01 UIC Building
Singapore 068808

INDEPENDENT AUDITORS AND : Deloitte & Touche LLP

REPORTING ACCOUNTANTS Certified Public Accountants
6 Shenton Way
#32-00 DBS Building Tower Two
Singapore 068809

Partner-in-charge: Cheung Pui Yuen

Certified Public Accountants, Singapore

SOLICITORS TO THE : Shook Lin & Bok LLP

PLACEMENT AND LEGAL 1 Robinson Road
ADVISER TO OUR COMPANY #18-00 AIA Tower
ON SINGAPORE LAW Singapore 048542

LEGAL ADVISER TO OUR : Stevenson, Wong & Co.

COMPANY ON HONG KONG 4th Floor and 5th Floor
LAW Central Tower
28 Queens Road Central
Hong Kong

SHARE REGISTRAR : Tricor Barbinder Share Registration Services

8 Cross Street
#11-00 PWC Building
Singapore 048424

4
 CORPORATE INFORMATION

PRINCIPAL BANKERS : Standard Chartered Bank

6 Battery Road
Singapore 049909

United Overseas Bank Limited

80 Raffles Place
UOB Plaza
Singapore 048624

RECEIVING BANKER : The Bank of East Asia, Limited (Singapore Branch)

60 Robinson Road
BEA Building
Singapore 068892

5
 DEFINITIONS

In this Offer Document and the accompanying Application Forms, unless the context otherwise
requires, the following definitions apply throughout where the context so admits:

Companies within our Group

Company : Chews Group Limited, a company incorporated in

Singapore on 30 September 2010

CAPL : Chews Agriculture Pte Ltd, a company incorporated in

Singapore on 12 October 1987 and a wholly-owned
subsidiary of our Company

CFIL : Chews Food International Limited, a company incorporated

in Hong Kong on 6 May 2010 and a subsidiary 90% owned
by our Company

Group or Group Companies : Our Company and our subsidiaries as at the date of this
Offer Document

Other Companies, Organisations and Agencies

Authority : Monetary Authority of Singapore

AVA : Agri-Food and Veterinary Authority of Singapore

CDP or Depository : The Central Depository (Pte) Limited

Chews Farm Holdings : Chews Farm Holdings Pte. Ltd.

Chews Poultry Farm : Chews Poultry Farm Brother Company

CPF : The Central Provident Fund

Dairy Farm Group : Dairy Farm International Holdings Limited and its
subsidiaries

Fenghe Investment : Fenghe Investment Holding Pte. Ltd.

Manager, Sponsor, : PrimePartners Corporate Finance Pte. Ltd.

Sub-Placement Agent or
PPCF

MUIS : Majlis Ugama Islam Singapura

NTUC : NTUC FairPrice Co-operative Limited

Placement Agent or Asiasons : Asiasons WFG Securities Pte Ltd

Receiving Banker : The Bank of East Asia, Limited (Singapore Branch)

SCCS : Securities Clearing & Computer Services (Pte) Ltd

SGX-ST : Singapore Exchange Securities Trading Limited

Share Registrar : Tricor Barbinder Share Registration Services

Solicitors to the Placement and : Shook Lin & Bok LLP

Legal Adviser to our Company
on Singapore Law

6
 DEFINITIONS

General

Application Forms : The official 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 : The articles of association of our Company, as amended,

Articles of Association supplemented or modified from time to time

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% or more of the total votes
attached to all the voting shares; and

(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 fellow 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

Associated Company : In relation to a corporation, means:

(a) any corporation in which the corporation or its

subsidiary has, or the corporation and its subsidiary
together have, a direct interest of not less than 20%
but not more than 50% of the aggregate of the total
votes attached to all the voting shares; or

(b) any corporation, other than a subsidiary of the

corporation or a corporation which is an associated
company by virtue of paragraph (a), the policies of
which the corporation or its subsidiary, or the
corporation together with its subsidiary, is able to
control or influence materially

Audit Committee : The audit committee of our Company as at the date of this
Offer Document, unless otherwise stated

7
 DEFINITIONS

Awards : The contingent awards of Shares granted or which may be

granted pursuant to the Performance Share Plan

Award Shares : The Shares which are the subject of the Awards under the
Performance Share Plan

Board or Board of Directors : The board of Directors of our Company as at the date of this
Offer Document, unless otherwise stated

CAGR : Compound annual growth rate

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

Catalist Rules : Any or all of the rules in the SGX-ST Listing Manual Section
B: Rules of Catalist, as the case may be

Companies Act : Companies Act (Chapter 50) of Singapore, as amended,

supplemented or modified from time to time

Controlling Shareholder : In relation to a corporation, means:

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

corporation and who exercises control over the
corporation; or

(b) a person who has an interest of 15% or more of the

aggregate of the total votes attached to all the voting
shares in a corporation, unless he does not exercise
control over the corporation

Director : A director of our Company as at the date of this Offer

Document

Entity at Risk : (a) The Company; (b) a subsidiary of the 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, unless otherwise stated

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 SFR, unless otherwise stated

FY : Financial year ended or, as the case may be, ending 30

September

Hong Kong : The Hong Kong Special Administrative Region of the

Peoples Republic of China

Independent Directors : The independent Directors of our Company as at the date of

this Offer Document, unless otherwise stated

8
 DEFINITIONS

Interested Person : (a) a director, chief executive officer or Controlling

Shareholder of the Company; or

(b) an Associate of any such director, chief executive

officer or Controlling Shareholder

Interested Person Transaction : Means a transaction between an Entity at Risk and an

Interested Person

Latest Practicable Date : 14 January 2011, being the latest practicable date before
the lodgement of this Offer Document with the SGX-ST
acting as agent on behalf of the Authority

Listing : The listing of the Shares on Catalist

Management Agreement : The full sponsorship and management agreement entered

into between our Company and PPCF pursuant to which
PPCF shall sponsor and manage the Listing, details as
described in the sections entitled Plan of Distribution and
General and Statutory Information Management and
Placement Arrangements of this Offer Document

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

NAV : Net asset value

Nominating Committee : The nominating committee of our Company as at the date of

this Offer Document, unless otherwise stated

Non-Executive Directors : The non-executive Directors of our Company (including the

Independent Directors) as at the date of this Offer
Document, unless otherwise stated

NTA : Net tangible assets

Offer Document : This offer document issued by our Company in respect of

the Placement

Options : The options which may be granted pursuant to the Share

Option Scheme

Option Shares : New Shares which may be issued and allotted or existing
Shares which may be transferred upon the exercise of the
Options

PER : Price earnings ratio

Performance Share Plan : The share plan of our Company known as Chews
Performance Share Plan which was approved on 19
January 2011

period under review : The period which comprises FY2008, FY2009 and FY2010

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
as set out in this Offer Document

9
 DEFINITIONS

Placement Price : S$0.25 for each Placement Share

Placement Agreement : The placement agreement entered into between our

Company and Asiasons pursuant to which Asiasons agreed
to subscribe and/or procure subscriptions for the Placement
Shares at the Placement Price as described in the section
entitled Plan of Distribution and General and Statutory
Information Management and Placement Arrangements
of this Offer Document

Placement Shares : The 12,790,000 new Shares for which our Company invites
applications to subscribe for pursuant to the Placement,
subject to and on the terms and conditions set out in this
Offer Document

PPCF Shares : The 1,400,000 new Shares issued and allotted to PPCF by
our Company as part of PPCFs management fee as the
Manager, Sponsor and Sub-Placement Agent

PRC : The Peoples Republic of China

Remuneration Committee : The remuneration committee of our Company as at the date

of this Offer Document, unless otherwise stated

Restructuring Exercise : The corporate restructuring exercise implemented in

connection with the Placement, more fully described 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 : Securities and Futures Act (Chapter 289) of Singapore, as
SFA amended, supplemented or modified from time to time

Service Agreements : The service agreements entered into between our

Company and our Executive Directors, Messrs Chew Chee
Bin and Chew Eng Hoe, and Chief Financial Officer, Ms Tay
Bee Gek Dorriz, 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,
supplemented or modified from time to time

Shares : Ordinary shares in the capital of our Company

Share Option Scheme : The share option scheme of our Company known as
Chews Employee Share Option Scheme which was
approved on 19 January 2011

Shareholders : 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

10
 DEFINITIONS

Singapore : The Republic of Singapore

Sub-Division : Sub-division of each Share into seven (7) Shares, as

described in the section entitled Share Capital of this Offer
Document

Substantial Shareholders : Persons who have an interest in one (1) or more voting
shares, and the total votes attaching to that share or those
shares, represent not less than 5% of the total votes
attaching to all the voting shares in our Company

Currencies, Units and Others

HK$ : Hong Kong dollars

mg : Milligram

RM : Malaysian Ringgit

sq m : Square metre

S$ and cents : Singapore dollars and cents respectively

US$ : United States dollars

g : Microgram

% or per cent. : Per centum

The expression subsidiary shall have the meaning ascribed to it in the SFR and the Companies Act.

The expression business trust has the same meaning ascribed to it in Section 2 of the Business Trusts
Act (Chapter 31A) of Singapore.

The expression Entity includes a corporation, an unincorporated association, a partnership and the
government of any state, but does not include a trust.

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

Any discrepancies in tables included herein between the total sum of amounts listed and the totals
shown thereof are due to rounding. Accordingly, figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures which precede them.

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

Any reference in this Offer Document and the Application Forms to any statue or enactment is a
reference to that statue or enactment as for the time being amended or re-enacted.

Any word defined under the Companies Act, the SFA, the 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 Companies Act, the SFA, the SFR or any statutory modification thereto, as the
case may be.

11
 DEFINITIONS

Any reference in this Offer Document and the Application Forms to Shares being allotted to an applicant
includes allotment to CDP for the account of that applicant.

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

Any reference in this Offer Document to the Group, we, our, us or their other grammatical
variations is a reference to our Company, or Group, or any member of our Group, as the context
requires.

12
 GLOSSARY OF TECHNICAL TERMS

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

a-linolenic acid : An organic compound found in many common vegetable oils

barn raised layer sheds : Layer sheds where the layers are not kept in cages and are free
to roam within the sheds

biosecurity : A practice designed to prevent the influx and spread of diseases

into farms. It is accomplished by maintaining the farm facilities in
such a way that results in minimal traffic of biological organisms
(for example, viruses, bacteria and rodents) across its borders

broiler farms : Farms which breed chickens specifically for consumption

Closed-housed System : An enclosed system with high levels of biosecurity, built-in

ventilation and strict entrance control

DHA : Docosahexonic acid, an Omega-3 essential fatty acid

Designer Eggs : Eggs which are produced under CAPL namely, Cordyceps Fresh
Eggs, Organic Selenium Fresh Eggs, Beta-Carotene Fresh Eggs,
Lower Cholesterol Brown Shell Extra Large Eggs, Lower
Cholesterol Brown Shell Fresh Eggs, Corn and Soya Fresh Eggs,
Omega-3 Fresh Eggs, Omega-6 Fresh Eggs, Sakura Fresh Eggs
and Extra Large Sakura Fresh Eggs, Zeaxanthin Eggs and
Zeaxanthin Plus Eggs

EPA : Eicosapentaenoic acid, an essential fatty acid

grower sheds : Farm sheds where pullets are reared up to the 18th week of their
lifespans

HACCP : Hazard Analysis and Critical Control Point, a preventive quality

assurance programme accepted world-wide, designed to provide
increased control and monitoring during critical stages of the food
processing chain

Halal : Arabic for that which is legally permitted under the syariah school
of islamic law

ISO : International Organisation for Standardisation, a world-wide

federation of national standards bodies

ISO 9000 : Series of international standards on quality management and

quality assurance developed by the ISO Technical Committee
176 in 1987, which has been adopted by more than 30 countries,
including the United Kingdom and the United States of America,
as their national quality system standard

ISO 9001:2000 : A constituent part of the ISO 9000 series subsequently revised by
ISO 9001:2008

13
 GLOSSARY OF TECHNICAL TERMS

ISO 9001:2008 : A constituent part of the ISO 9000 series which specifies
requirements for a quality management system where an
organization needs to demonstrate its ability to consistently
provide products that meet customer and applicable statutory
and regulatory requirements, and aims to enhance customer
satisfaction through the effective application of the system,
including processes for continual improvement of the system and
the assurance of conformity to customer and applicable statutory
and regulatory requirements

layers : Hens which are raised for commercial egg production

layer farms : Farms which rear chickens for the production of eggs for sale

layer sheds : Farm sheds which house layers for the egg laying process until
they are approximately 72 weeks old

LDL : Low-density lipoprotein, a lipoprotein that transports cholesterol

in the blood

lipids : Fat or fat-like substance

parent stock or breeder : Day-old chicks purchased and grown for breeding purposes

pullet : A young hen, which has not reached its sexual maturity and
which is not more than 17 weeks old

salmonella pullorum : A bacterium that causes pullorum disease, which is an infectious

poultry disease

spent grains : Processed grains, usually wheat or barley, from which

carbohydrates have been extracted for use by food
manufacturers and are considered to be a good source of
undegradable protein and water-soluble vitamins in animal feed

spent hens : Breeders and layers which are usually about 72 weeks old, and
are past their optimum breeding and egg laying lifespan
respectively, and are sold to be culled

SQES : Singapore Quality Eggs Scheme, a scheme supervised by the

AVA

triglycerides : Glyceride occurring naturally in animal and vegetable tissues

which consists of three (3) individual fatty acids bound together in
a single large molecule

14
 CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS

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 words. However, you
should note that these words are not the exclusive means of identifying forward-looking statements. All
statements regarding our expected financial position, business strategies, plans and prospects are
forward-looking statements.

These forward-looking statements, which include without limitation, statements as to the following:

(a) our revenue and profitability;

(b) expected growth in demand;

(c) expected industry trends;

(d) anticipated expansion plans;

(e) anticipated commencement and completion dates for projects; and

(f) 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, among others:

(a) changes in political, social and economic conditions and the regulatory environment in Singapore
in which we conduct business;

(b) our anticipated growth strategies and expected internal growth;

(c) changes in the availability and prices of raw materials which we require for the operation of our
business;

(d) changes in customers preferences;

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

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

(g) changes in currency exchange rates; and

(h) other factors beyond our control.

Some of these risk factors are discussed in more detail under the section entitled Risk Factors 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 which apply
only as at the date of this Offer Document. Neither our Company, the Manager, Sponsor and
Sub-Placement Agent, the 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.

15
 CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS

Our actual results may differ materially from those anticipated in these forward-looking statements as
a result of the risks faced by us. Our Company, the Manager, Sponsor and Sub-Placement Agent and
the Placement Agent, disclaim any responsibility to update any of those forward-looking statements or
publicly announce any revisions to those forward-looking statements to reflect future developments,
events or circumstances. 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 registration
of the Offer Document but before the close of the Placement, our Company becomes 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 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, our Company may lodge a supplementary or replacement offer document with the SGX-ST
acting as agent on behalf of the Authority.

16
 SELLING RESTRICTIONS

This Offer Document does not constitute an offer, solicitation or invitation to subscribe for 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 filing and/or registration of this Offer
Document in Singapore in order to permit a public offering of our Placement Shares and the public
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 our
Company, the Manager, Sponsor and Sub-Placement Agent and the Placement Agent to inform
themselves about, and to observe and comply with, any such restrictions at their own expense and
without liability to us, the Manager, Sponsor and Sub-Placement Agent as well as the Placement Agent.

17
 DETAILS OF THE PLACEMENT

LISTING ON CATALIST

A copy of this Offer Document has been lodged with 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 has not, in any way, considered the merits of our existing issued
Shares, the Placement Shares, the Award Shares and the Option Shares, as the case may be, being
offered or in respect of which an invitation is made, for investment. We have not lodged this Offer
Document in any other jurisdiction.

We have made an application to the SGX-ST for permission to deal in, and for quotation of, all our
Shares already issued, the Placement Shares which are the subject of the Placement on Catalist, the
Award Shares and the Option Shares. Such permission will be granted when we have been admitted
to Catalist. Acceptance of applications will be conditional upon, inter alia, the issue of the Placement
Shares and permission being granted by the SGX-ST for the listing and quotation of all our existing
issued Shares, the Placement Shares, the Award Shares and the Option Shares on Catalist. If the
admission, listing and trading of our Shares already issued, the Placement Shares, the Award Shares
and the Option Shares do not proceed 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, the Manager, Sponsor and Sub-Placement Agent and the 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 SGX-ST Main Board. In particular, companies may list on Catalist
without a track record of profitability and there is no assurance that there will be a liquid market in the
shares or units of shares traded on Catalist. You should be aware of the risks of investing in such
companies and should make the decision to invest only after careful consideration and, if appropriate,
consultation with your professional adviser(s).

Neither the Authority nor the SGX-ST has examined or approved the contents of this Offer Document.
Neither the Authority nor the SGX-ST assumes any responsibility for the contents of this Offer
Document, including the correctness of any of the statements or opinions made or reports contained
in this Offer Document. The SGX-ST does not normally review the application for admission to Catalist
but relies on the Sponsor confirming that our Company is suitable to be listed and complies with the
Catalist Rules. Neither the Authority nor the SGX-ST has in any way considered the merits of the
Shares or units of Shares being offered for investment.

Admission to Catalist is not to be taken as an indication of the merits of the Placement, our Company,
our subsidiaries, our existing issued Shares, the Placement Shares, the Award 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;

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

18
 DETAILS OF THE PLACEMENT

(c) a new circumstance that has arisen since the Offer Document was lodged with the SGX-ST that
would have been required by Section 243 of the SFA 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, 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:

(i) within two (2) days (excluding any Saturday, Sunday or public holiday) from the date of
lodgement of the supplementary or replacement offer document, give the applicants notice
in writing of how to obtain, or arrange to receive, a copy of the supplementary or replacement
offer document, and provide the applicants with an option to withdraw their applications and
take all reasonable steps to make available within a reasonable period the supplementary
or replacement offer document to the 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 the applicants the supplementary or replacement offer document, as the
case may be, and provide the applicants with an option to withdraw their applications; or

(iii) treat the applications as withdrawn and cancelled, in which case the applications shall be
deemed to have been withdrawn and cancelled, and our Company shall within seven (7)
days from the date of lodgement of the supplementary or replacement offer document,
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:

(i) within two (2) days (excluding any Saturday, Sunday or public holiday) from the date of
lodgement of the supplementary or replacement offer document, give the applicants notice
in writing of how to obtain, or arrange to receive, a copy of the supplementary or replacement
offer document, and provide the applicants with an option to return to our Company the
Placement Shares which they do not wish to retain title in, and take all reasonable steps to
make available within a reasonable period the supplementary or replacement offer
document to the 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 the applicants the supplementary or replacement offer document, as the
case may be, and provide the applicants with an option to return to our Company the
Placement Shares which they do not wish to retain title in; or

(iii) treat the issue of the Placement Shares as void, in which case the issue shall be deemed
void and our Company shall within seven (7) days from the date of lodgement of the

19
 DETAILS OF THE PLACEMENT

supplementary or replacement offer document, 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 our Company of this, whereupon our Company 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 our Company,
the Manager, Sponsor and Sub-Placement Agent or the 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 our Company of this and return all documents, if any, purporting to
be evidence of title to those Placement Shares to our Company, whereupon our Company 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 our Company, the Manager, Sponsor and Sub-Placement Agent
and the 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, or (iii) does not, in the
Authoritys opinion, comply with the requirements of the SFA.

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 we 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 we 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, the Manager, Sponsor and Sub-Placement Agent and the Placement Agent.

If our Company is required by applicable Singapore laws to cancel issued Placement Shares and repay
application monies to applicants (including instances where a stop order under the SFA is issued),
subject to compliance with the Companies Act, our Company will purchase the Placement Shares at the
Placement Price.

20
 DETAILS OF THE PLACEMENT

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, 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 the Offer Document misleading, and that this
Offer Document constitutes full and true disclosure of all material facts about the Placement and our
Group.

Neither our Company, the Manager, Sponsor and Sub-Placement Agent, the Placement Agent nor any
other parties involved in the Placement is making any representation to any person regarding the
legality of an investment by such person under any investment or other laws or regulations. No
information in this Offer Document should be considered as being business, legal or tax advice
regarding an investment in our Shares. Each prospective investor should consult his own professional
or other advisers for business, legal or tax advice regarding an investment in our Shares.

No person has been or is authorised to give any information or to make any representation not
contained in this Offer Document in connection with the Placement and, if given or made, such
information or representation must not be relied upon as having been authorised by us, the Manager,
Sponsor and Sub-Placement Agent and the 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 in our affairs 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/or the public and if required, we may lodge a supplementary or replacement offer
document with the SGX-ST and will comply with the requirements of the SFA and/or any other
requirements of the SGX-ST and/or the 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 purpose.

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.

21
 DETAILS OF THE PLACEMENT

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

PrimePartners Corporate Finance Pte. Ltd. Asiasons WFG Securities Pte Ltd
20 Cecil Street 5 Shenton Way
#21-02 Equity Plaza #28-01 UIC Building
Singapore 049705 Singapore 068808

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

The Application List will open at 10.00 a.m. on 17 February 2011 and will remain open until 12.00
noon on 24 February 2011 or for such further period or periods as our Directors may, in
consultation with the Manager, Sponsor and Sub-Placement Agent and the 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 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 terms, conditions and procedures for application of the Placement Shares are set
out in Appendix E of this Offer Document.

22
 INDICATIVE TIMETABLE FOR LISTING

An indicative timetable on the Placement and the trading of our Shares is set out below:

Indicative date/time Event

17 February 2011, 10.00 a.m. Open of Placement

24 February 2011, 12.00 noon Close of Application List

28 February 2011, 9.00 a.m. Commence trading on a ready basis

3 March 2011 Settlement date for all trades done on a ready basis

The above timetable is only indicative as it assumes that the date of closing of the Application List will
be on 24 February 2011, the date of admission of our Shares to Catalist will be 28 February 2011, the
SGX-ST shareholding spread requirement will be complied with and the Placement Shares will be
issued and fully paid-up prior to 28 February 2011.

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 and the
commencement date of such trading.

In the event of any changes in the closure of the Application List or the time period during which 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).

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 local newspaper(s), or check with
your brokers on the date on which trading on a ready basis will commence.

23
 PLAN OF DISTRIBUTION

The Placement is for 12,790,000 Placement Shares offered in Singapore and the Listing is managed
and sponsored by PPCF.

Prior to the Placement, there has been no public market for our Shares. The Placement Price is
determined by us in consultation with the Manager, Sponsor and Sub-Placement Agent and the
Placement Agent, taking into account, inter alia, prevailing market conditions and the estimated market
demand for our 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 entered into between us and PPCF as set out in the section
entitled General and Statutory Information Management and Placement Arrangements of this Offer
Document, we have appointed PPCF and PPCF has agreed to manage and to be the full Sponsor of
the Listing. The Manager, Sponsor and Sub-Placement Agent will receive a management fee from our
Company for its services rendered in connection with the Placement.

Placement Shares

The Placement Shares are made available to retail and institutional investors in Singapore who may
apply through their brokers or financial institutions by way of the Application Forms. Application for the
Placement Shares may only be made by way of the Application Forms. The terms, conditions and
procedures for application and acceptance are set out in Appendix E of this Offer Document entitled
Terms, Conditions and Procedures for Application and Acceptance.

Pursuant to the Placement Agreement as set out in the section entitled General and Statutory
Information Management and Placement Arrangements of this Offer Document, we have appointed
Asiasons as the Placement Agent and Asiasons has agreed to subscribe and/or procure subscribers for
the Placement Shares for a placement commission of 3.5% of the aggregate Placement Price for each
Placement Share, payable by our Company pursuant to the Placement. Asiasons has appointed PPCF
as a Sub-Placement Agent and subject to any applicable laws and regulations, our Company agrees
that Asiasons may, at its absolute discretion, appoint one or more sub-placement agents for the
Placement Shares.

Subscribers of the Placement Shares may be required to pay brokerage or selling commission of up to
1.0% of the Placement Price (and the prevailing goods and services tax thereon, if applicable) to the
Placement Agent or any sub-placement agent that may be appointed by the Placement Agent.

Subscription for Placement Shares

None of our Directors or Substantial Shareholders intends to subscribe for the Placement Shares. As
far as we are aware, none of our Independent Directors, the 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 and belief, 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. 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 Shares amounting to more than 5.0% of the Placement Shares. If
such person(s) were to make an application for more than 5.0% of the Placement Shares pursuant to
the Placement and are subsequently allotted such number of Shares, we will make the necessary
announcements at an appropriate time. The final allotment of Shares will be in accordance with the
shareholding spread and distribution guidelines as set out in Rule 406 of the Catalist Rules.

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.

24
 OFFER DOCUMENT SUMMARY

The following summary is qualified in its entirety by, and is subject to, the more detailed information
(including the notes thereto) appearing elsewhere in this Offer Document. Terms defined elsewhere in
this Offer Document have the same meaning when used herein. You should carefully consider all the
information presented in this Offer Document, particularly the matters set out in the section entitled
Risk Factors of this Offer Document before deciding to invest in our Shares.

OUR COMPANY

On 30 September 2010, our Company was incorporated in Singapore under the Companies Act as a
private limited company under the name of Chews Group Private Limited. Our Company registration
number is 201020806C.

Pursuant to the Restructuring Exercise as described in the section entitled Restructuring Exercise in
this Offer Document, our Company became the holding company of our Group on 19 January 2011. Our
Company was converted into a public limited company on 25 January 2011 and changed its name to
Chews Group Limited.

OUR BUSINESS

We are one of the leading producers of fresh eggs in Singapore, specialising in the production and sale
of Designer Eggs, which contain specific value-added nutrients. We are also engaged in the production
and sale of liquid eggs as well as the trading of spent grains. Over the years, we have built a strong
presence and brand-name in developing high quality, wholesome and safe eggs for consumers in
Singapore.

We operate a layer farm located in Singapore at 20 Murai Farmway, Singapore 709153, which occupies
a land area of 201,545.6 sq m and has a total built-in area of approximately 72,100 sq m.

Our Groups business can be categorised into the following three (3) main segments.

(a) Production and sale of Designer Eggs and generic eggs

Our principal business activity is the production and sale of Designer Eggs and generic eggs
under our Chews brand-name. Designer Eggs are eggs which contain specific value-added
nutrients that meet the nutritional guidelines set by the Singapore Health Promotion Board as
Healthier Choice products and are also approved by the AVA.

Our eggs are mainly sold and distributed to egg wholesalers, food and beverage outlets, leading
supermarkets and hypermarkets in Singapore. As at the Latest Practicable Date, the main
Designer Eggs and generic eggs that are produced, marketed and distributed by our Group are
shown in the table below.

Product Category Product

Designer Eggs Cordyceps Fresh Eggs
Organic Selenium Fresh Eggs

Beta-Carotene Fresh Eggs

Lower Cholesterol Brown Shell Extra Large Eggs, Lower Cholesterol Brown
Shell Fresh Eggs and Corn and Soya Fresh Eggs

Omega-3 Fresh Eggs

25
 OFFER DOCUMENT SUMMARY

Product Category Product

Omega-6 Fresh Eggs

Sakura Fresh Eggs and Extra Large Sakura Fresh Eggs

Zeaxanthin Eggs

Zeaxanthin Plus Eggs

Generic eggs Normal eggs
Black chicken eggs and kampong chicken eggs

(b) Production and sale of liquid eggs

Our Group produces pure liquid eggs with no additional ingredients via a pasteurisation process
in a sanitised environment. We supply liquid eggs to our industrial customers in the food and
beverage industry.

(c) Trading of spent grains

We trade spent grains not used by our own feed mill which we acquire via a tender process.

In August 2010, we commenced the sale of Sakura kampong chickens as part of our business
expansion.

A detailed discussion of our business and the products and services we provide is set out in the section
entitled General Information on our Company and our Group Business Overview of this Offer
Document.

SUMMARY OF OUR FINANCIAL INFORMATION

The following summary financial data should be read in conjunction with the full text of this Offer
Document, including the section entitled Managements Discussion and Analysis of Results of
Operations and Financial Position of this Offer Document and the Independent Auditors Report and
the Combined Financial Statements for the Years Ended 30 September 2008, 2009 and 2010 as set
out in Appendix A of this Offer Document.

Selected items on the operating results of our Group Audited

(S$000) FY2008 FY2009 FY2010

Revenue 14,472 16,844 19,207

(1)
Profit before income tax 2,642 2,628 3,689
Profit for the year, representing total comprehensive
income for the year(1) 1,469 2,131 3,053
Total comprehensive income attributable to:
Equity holders of the Company 1,469 2,131 3,053
Non-controlling interests (4)

1,469 2,131 3,053

EPS (cents)(2) 2.05 2.97 4.26

(1) (3)
Adjusted EPS (cents) 1.74 2.52 3.61

26
 OFFER DOCUMENT SUMMARY

Notes:
(1) Had the Service Agreements (set out in the section entitled Directors, Executive Officers and Staff Service Agreements
of this Offer Document) been in place since 1 October 2009, our combined profit before income tax, profit net of tax
attributable to equity holders of the Company and EPS computed based on our post-Placement share capital of 84,498,000
Shares for FY2010 would have been approximately S$3.07 million, S$2.54 million and 3.01 cents respectively.
(2) For comparative purposes, the EPS for the period under review have been computed based on the profit net of tax
attributable to equity holders of the Company and the pre-Placement share capital of 71,708,000 Shares.
(3) For comparative purposes, the adjusted EPS for the period under review have been computed based on the profit net of
tax attributable to equity holders of the Company and the post-Placement share capital of 84,498,000 Shares.
(4) Loss attributable to non-controlling interests was approximately S$89 for FY2010.

Audited as at
Selected items on the financial position of our Group 30 September 30 September 30 September
(S$000) 2008 2009 2010

Current assets 3,314 4,954 7,197

Non-current assets 7,444 8,731 9,911
Total assets 10,758 13,685 17,107(1)
Current liabilities 3,022 3,525 3,507
Non-current liabilities 247 540 927
Total liabilities 3,269 4,065 4,433(1)
Total equity 7,488 9,620 12,674
(1)
Total liabilities and equity 10,758 13,685 17,107
NAV per Share (cents)(2) 10.44 13.42 17.67

Notes:
(1) Figure does not add up due to rounding differences.
(2) NAV per Share is computed based on the net assets value and our pre-Placement share capital of 71,708,000 Shares.

OUR COMPETITIVE STRENGTHS

Our Directors believe that our competitive strengths are as follows:

we have a strong track record and established brand-name in the industry;

we have the widest range of premium eggs in Singapore;

we utilise a highly automated and integrated processing system and constantly keep abreast of
new technology;

we are less susceptible to pricing or margin pressures and we are not materially dependent on
any single customer;

we continually seek to innovate and increase the variety of our products; and

we have obtained the Halal certification by MUIS for our eggs.

A detailed discussion of our competitive strengths is set out in the section entitled General Information
on our Company and our Group Competitive Strengths of this Offer Document.

27
 OFFER DOCUMENT SUMMARY

OUR PROSPECTS

Our Directors believe that the prospects of our Group are encouraging for the following reasons:

continuing growth of the local population as well as increase in tourist arrivals will result in greater
consumption of eggs by consumers;

continuing economic growth, increasing affluence and increasing heath consciousness among
the Singapore populace will increase the demand for premium eggs such as our Companys
Designer Eggs;

policy and funding support from the Singapore government will result in an increase in the market
share of local egg farms; and

increasing awareness of the benefits of liquid eggs as an alternative to shell eggs will lead to an
increase in demand for our liquid eggs.

OUR BUSINESS STRATEGIES AND FUTURE PLANS

Our business strategies and future plans for the continued growth of our business are as follows:

continuous improvement and upgrade of our facilities, machinery and equipment to enhance
operational and cost efficiency;

enhance our product development capabilities and expand our range of food products;

expansion of our customer base;

strengthen our brand recognition through our brand management and marketing strategies; and

expansion of our business through acquisitions, joint ventures or strategic alliances.

A detailed discussion of our prospects, business strategies and future plans is set out in the sections
entitled General Information on our Company and our Group Prospects and General Information
of our Company and our Group Business Strategies and Future Plans of this Offer Document.

OUR CONTACT DETAILS

Our Companys registered office is located at 1 Robinson Road, #17-00 AIA Tower, Singapore 048542
and our principal place of business is located at 20 Murai Farmway, Singapore 709153. Our Companys
telephone number is +65 6793 7678 and our facsimile number is +65 6795 7033. Our internet address
is http://www.chewsegg.com. Information contained in our website does not constitute part of this
Offer Document.

28
 THE PLACEMENT

Placement Price : S$0.25 for each Placement Share, payable in full on

application.

Placement Size : 12,790,000 Placement Shares.

The Placement Shares, upon issue and allotment, will rank

pari passu in all respects with the existing issued Shares.

The Placement : The Placement comprises a placement of 12,790,000

Placement Shares at the Placement Price, subject to and on
the terms and conditions of this Offer Document.

Purpose of the Placement : The purpose of the Placement is to secure the admission of
our Company to Catalist. Our Directors consider that the listing
and quotation of our Shares on Catalist will enhance our public
image locally and overseas and enable us to tap the capital
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 of the
issue of the Placement Shares will also provide us with, inter
alia, additional working capital to finance our business
expansion.

Listing Status : Prior to the Listing, there had been no public market for our
Shares. Our Shares will be quoted on Catalist, subject to
admission of our Company to Catalist and permission for
dealing in, and for quotation of, our Shares 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.

29
 RISK FACTORS

You should evaluate carefully each of the following risk factors and all of the other information set forth
in this Offer Document 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 social, economic, political and regulatory conditions, the securities market
and ownership of our Shares, including possible future dilution in the value of our Shares.

You should also note that certain of the statements set forth below constitute forward-looking
statements that involve risks and uncertainties. If any of the following risk factors and uncertainties
develop into actual events, our business, financial condition or results of operations or cash flows could
be materially and adversely affected. In such circumstances, the trading price of our Shares could
decline due to any of these risk factors, and you may lose all or part of your investment. To the best of
our Directors belief and knowledge, all the risk factors that are material to investors in making an
informed judgement have been set out below.

RISKS RELATING TO OUR BUSINESS OR THE INDUSTRY

Our business will be affected by any outbreak of poultry-related diseases and infection

Our business is subject to risks of regional or global outbreak of poultry-related diseases, such as avian
influenza, which may affect our business adversely due to the loss of consumer confidence and/or
reduction in the consumption of chickens and eggs. In the event that our livestock is afflicted with such
diseases, we may be forced to cull some or all of our chickens or dispose of any infected products.
Product recalls or temporary bans imposed by the Singapore government due to public health scares
may also cause damage to the reputation and branding of our Company and this may adversely affect
the business of our Group.

We do not own the land on which our layer farm is located

Our Group has renewed the tenure of the land leased for the use of our layer farm in FY2007 for 20
years. For further details on our properties, please refer to the section entitled General Information on
our Company and our Group Properties and Fixed Assets of this Offer Document. In the event that
we are forced to relocate our production facilities and livestock due to reasons beyond our control, our
production and operations may be materially disrupted and we may also incur considerable costs.
Besides, in the event that we are unable to renew the lease when it expires or if the lease is renewed
on terms and conditions which are not favourable to us and we are unable to find alternative premises
promptly at lower or similar costs, our business operations may be disrupted.

Our business may be affected by any changes in laws or regulations

Our layer farm business is subject to several stringent laws and regulations in Singapore, including but
not limited to the Animals and Birds Act (Chapter 7) of Singapore, the Feeding Stuffs Act (Chapter 105)
of Singapore and the Sale of Food Act (Chapter 283) of Singapore. Please refer to the section entitled
General Information on our Company and our Group Permits, Approvals and Government
Regulations of this Offer Document for further details of these regulations.

If there are any changes in legislation, regulations or policies governing layer farming or the import of
fresh eggs, or any matters that may affect the production or sale of our products, our ability to distribute
our products in Singapore may be hindered. For instance, if a change in regulations results in the lifting
of restriction on the number of imported fresh eggs, this would increase the amount of competition we
face. More importantly, if the operation of layer farms in Singapore is phased out, the business of our

30
 RISK FACTORS

Group will be jeopardised. To the best of our Directors knowledge and belief however, there are no
such plans to phase out the operation of layer farms in Singapore.

Further, in the event that additional compliance requirements are imposed by the regulatory authorities
in Singapore on us or our suppliers, this would result in higher costs for us or our suppliers may pass
on the increase in costs to us. Similarly, if there is any change in regulations or policies in Singapore
restricting the sale or which affects the costs of our products, our financial performance will also be
adversely affected. If we incorporate such increased costs in our prices, this may render our products
less attractive than that of our competitors. In the event that it would not be strategic to build in such
increased costs in our prices, we will have to absorb these cost increments and this would affect our
profitability.

In addition, the operations of layer farms are required to comply with the Environmental Protection and
Management Act (Chapter 94) of Singapore with regard to air and water pollution control. From time to
time, we are subject to periodic inspections by the National Environment Agency to ensure that the
proper measures of pollution control are kept in place in our layer farm. In the event that there are any
changes in the measures of pollution control and we have to incur additional costs to ensure
compliance, our profitability will be adversely affected.

Our business may be affected by any revocation or non-renewal of our licences

We are registered with, and licensed by, the AVA in relation to the operation of our layer farm for, inter
alia, the operation of our farm (Licence for Farm), eggs processing (Licence to Operate a Food
Establishment) and the manufacture and sale of animal feed (Licence for the Import, Manufacture,
Processing or Sale of Animal Feed). We are also a member of the SQES, a voluntary scheme under
the AVA. Our licences issued by the AVA are subject to renewal every year. In addition, we are subject
to any conditions of licensing or directives that may be imposed by the AVA from time to time. We have
also been awarded the Halal certification by MUIS. Should any of our licences be revoked or
suspended, or if we fail to obtain any of the renewals, for any reason whatsoever, our business
operations will be jeopardised. In addition, should the AVA impose any conditions or issue any
directives for which we must comply but at a considerable cost to us, our profit margins will be
adversely impacted.

In addition to the AVA licences and the Halal certification, we have also been certified under the HACCP
certification scheme and have also obtained ISO 9001:2008 certification for compliance with food
safety management system in respect of the processing of shell eggs, the pasteurization of liquid eggs,
chick hatching and eggs washing. These certifications are critical to our business as our continued
operations and profitability are dependent on the freshness of our products and the level of hygiene we
employ in our processes. The said certifications are subject to renewal and we are also subject to yearly
audits for our ISO 9001:2008 certification. Should we fail to obtain the renewal of these certifications
for any reason whatsoever, we will lose our competitive advantage and this would have a material and
adverse impact on our business.

We may be affected by the prices of eggs from Malaysia

The sale of eggs contributed 95.6%, 92.6% and 88.6% of our total revenue in FY2008, FY2009 and
FY2010 respectively. Most of the eggs sold in Singapore are imported from Malaysia. The price of eggs
in Singapore is therefore indirectly affected by the price of eggs from Malaysia, which is in turn largely
determined by the supply and demand of eggs in Malaysia. Excess supplies of eggs may be imported
into Singapore at a substantially lower price than eggs produced in Singapore in the event that there
is an oversupply of eggs in Malaysia. If we are unable to revise our selling prices accordingly to remain

31
 RISK FACTORS

competitive, the demand for our eggs will be affected and this would have an adverse impact on our
revenue and profitability. In addition, eggs are perishable products which have to be sold within a short
period of time while they are still fresh. In the event that we are unable to sell our eggs on a timely basis
in the event of an oversupply situation, we may have to market our eggs at a substantially lower price
or discard them which would adversely affect our revenue and profitability.

Our business may be affected by competition in the industry

Our business may be adversely affected if we are unable to compete effectively in the market. We
compete with other fresh eggs suppliers mainly on the basis of price, quality and after-sales service to
our customers. In the event that we are not competitive in terms of our pricing against other suppliers
of fresh eggs, our profitability and financial performance may be adversely affected. Any decrease in
the quality of our products or level of service to our customers or any occurrence of a price war amongst
our competitors and ourselves would also adversely affect our business.

Our business may be affected by fluctuations in the costs of raw materials for feed

The main operating costs for our layer farm operations constitute raw materials for feed such as corn,
soybean meal and spent grains. As such raw materials are commodity-based, any shortage in the
supply of or upsurge in demand for such raw materials would lead to an increase in their prices. For
instance, extreme or over utilisation of corn for the production of ethanol fuel may lead to a decrease
in the supply of corn as food resources for livestock and natural disasters and/or fungi infestation
damaging or destroying plantations may lead to a shortage in the raw materials for feed. There is no
assurance that we will be able to anticipate and react to such price fluctuations by adjusting the selling
prices of our eggs on a timely basis or pass on any increase in the costs of raw materials for feed to
our customers accordingly. In the event that we are unable to anticipate and react to such price
fluctuations, our profitability may be adversely affected.

We are dependent on the Singapore market

Currently, our layer farm operates only in Singapore. All of our customers are located in Singapore.
Accordingly, our operating results may be affected by the political, economic, legal and regulatory
developments in Singapore.

We face the risks of food contamination and deterioration

Food contamination and deterioration are risks inherent to all food industry participants. Any
contamination or deterioration in our raw materials or products, whether through improper handling,
outbreak of diseases, illegal tampering or otherwise, may result in our raw materials and products being
found unsafe for production and consumption respectively. This may lead to delays in the production
or delivery of our products to our customers, a loss in revenue, costs incurred in the purchase of
replacement raw ingredients and/or payment of compensation to our customers for delays, which in
turn may materially and adversely affect our reputation, business and financial performance.

Further, in the event that the food contamination and deterioration in our food products are not
discovered by the production and quality control staff at our production premises, thereafter leading to
the distribution of such food products, consumers may fall ill upon eating such food products and
consequently make claims against us. In the event of incidents which are not covered by our product
liability insurance taken by our subsidiary, CAPL, or if claims arising from such incidents are in excess
of our insurance coverage, and/or any of our insurance claims are contested by the insurance

32
 RISK FACTORS

companies, we will be required to pay such compensation and the financial performance of our Group
will be adversely affected. In addition, the payment by our insurers on such insurance claims may result
in increases in our insurance premiums. Moreover, contaminated products may also cause our food
industry permits and business licences to be suspended or revoked. These may in turn materially and
adversely affect our reputation, business and financial performance.

We will be affected by any disruption to our production facilities

Our business operations will be adversely affected by any disruption to our production facilities
including, inter alia, disruption in the supply of utilities, machine breakdowns, power failures, power
surges, fire, natural disaster or other calamities which may result in significant damage to our layer
farm, machinery and equipment and/or major delays and disruptions to our operations. A disruption in
the power supply would affect our ability to maintain a desired range of temperature and environment
in our layer farm. Our production capability may also be affected at this time thus affecting our business.

During the past three (3) financial years, we have experienced a major power failure in our layer farm
which disrupted our operations. Due to the timely resumption of power and because we were able to
generate temporary power with alternative rented generators, our losses were minimal. Although we
have taken general insurance coverage in respect of damage to our production facilities, our existing
general insurance coverage may not fully compensate us for actual losses, damages, claims and
liabilities. In the event that our insurance policies cannot sufficiently cover our losses arising from the
disruptions, our business and financial results will be adversely affected.

Our competitiveness may be affected by our inability to adopt the latest production methods
and technologies to achieve production efficiency

Our competitiveness may be affected by our inability to adopt the latest production methods and
technologies in the poultry industry. If we do not anticipate or adopt the changes in the latest production
methods and technologies, we may not be able to achieve production efficiency and produce our
products at competitive prices or our competitive advantage may diminish and thus cause a decline in
our business and financial performance. Though our Directors believe that our Group is currently
adopting and is constantly keeping abreast of the latest production methods and technologies, there is
no assurance that any future upgrade of technology employed by our Group would be sufficient to
sustain our competitiveness.

We may face difficulties in ensuring customer loyalty due to the unpredictable nature of
consumer spending

As our products are consumer products, we are generally affected by consumer spending and
behavior. Consumers generally exhibit unpredictable behavior in making spending choices on
consumer goods and services, and base their decisions on various factors such as consumer
preferences, level of disposable incomes, spending alternatives, product and services differentiation
(including branding and quality) and pricing.

Due to the unpredictable nature of consumer spending, the continued growth and success of our Group
depend on, inter alia, our ability to ensure customer loyalty to our brand and products. We believe that
the key factors that allow us to ensure customer loyalty to our brand and products and overcome
product homogeneity include market recognition of our brand, success of our marketing and
promotional strategies, quality of our products and customer service, our ability to react to changes in
consumer preferences, dietary habits and tastes, our Groups reputation and our ability to compete

33
 RISK FACTORS

against our direct competitors and substitute products. Any significant adverse change in these key
factors from our Groups perspective may adversely affect our ability to ensure customer loyalty to our
brand and products.

In the event that our ability to ensure customer loyalty to our brand and products is adversely affected,
our customers may turn to our direct competitors or purchase substitute products. This will in turn result
in a decrease in demand for our products. Any sustained decrease in demand for our products would
have a material adverse impact on our business and financial performance.

We may be affected by any failure to maintain the quality of the food products we offer

It is essential in the food industry that the quality of the food products must be consistently high.
Inconsistencies in the quality of our food products would result in customers dissatisfaction and hence
a reduction in their patronage. The quality of our food products may be affected by, inter alia, the quality
of raw materials used, a change or shortage of production staff, the lack of proper adherence to
prescribed procedures by the production staff or lack of proper inspection by the quality control staff at
our layer farm. In addition, we distribute spices and cooking condiments manufactured by third parties
under our Chews brand-name. We do not have any supply contracts with these third parties nor do
we have any control over the quality of their produce. Our failure to consistently maintain the quality of
our products will result in a material adverse impact on our business and financial performance.

We may face risks associated with our spent grains trading business

We commenced the purchase of spent grains from Bee Joo Industries Pte Ltd (Bee Joo) in FY2009.
The purchase is via a tender process in which the quantity of spent grains is dictated by Bee Joo.
Accordingly, our Group would have to purchase the particular quantity of spent grains sold by Bee Joo
for the contract it is awarded. Any spent grains not used by our own feed mill will be sold to a third party.
Accordingly, our Group has commenced the sale of spent grains since FY2009.

As we do not have a long track record in the spent grains trading business, there is no assurance that
the spent grains trading business will achieve a sufficient level of revenue or profitability. If our Group
fails to manage costs effectively, our overall financial position and profitability may be adversely
affected. Participation in the spent grains trading business may also result in possible diversion of
management attention from the existing business operations. As we do not have a long track record in
the spent grains trading business, we may not be able to compete effectively with existing and future
competitors and the performance of the spent grains trading business may fall short of expectations.

RISKS RELATING TO OUR GROUP

We are reliant on our Chews brand-name

We market and sell our products under our Chews brand-name and we believe that future sales of
our products will depend in part on increasing brand recognition for our products amongst consumers.
Failure to maintain the image of our brand and quality standards associated with our brand may have
a material adverse impact on our business and financial performance.

We do not have long term supply contracts with our major customers

We do not have long term supply contracts with our major customers. Our ability to retain these major
customers is therefore important to the continued success of our Group. Thus, we depend heavily on
our long term relationships with our major customers who have been relying on us to provide them with

34
 RISK FACTORS

fresh eggs on a regular basis. There is however no assurance that these customers will continue to
purchase our products at current levels in the future. There is also no assurance that we will be able
to decrease our dependence on these major customers over time. In the event that our major
customers cease or reduce significantly their purchase of our products and we are unable to obtain
substitute orders of comparable sizes from other existing or new customers, there will be a material
adverse impact on our business and financial performance.

Our intellectual property rights may be costly and difficult to enforce and we may not be able
to renew our intellectual property rights or may be subject to claims for infringement of third
parties intellectual property rights

We have registered our Chews brand-name as a trademark in Singapore and are in the process of
registering our trademark, EG-PRO, in Hong Kong. Please refer to the section entitled General
Information on our Company and our Group Intellectual Property of this Offer Document for details
on our trademarks. Effective enforcement of intellectual property rights is important for the protection
of our interests as we consider the recognition of our trademark to be vital in the sales of our products.
Unauthorised use of our trademarks and/or brand may damage the brand recognition and reputation
of our Group.

Although we have registered our trademark, it may be possible for third parties to unlawfully pass-off
their products as ours. In the event that third parties infringe upon our intellectual property rights in
respect of our trademark by unlawfully passing off their products as our products, imitating or using our
trademark without authorisation from us, we may face considerable difficulties and costly litigation in
order to fully protect these intellectual property rights, which may affect our reputation, business and
financial performance.

In addition, there is no assurance that we can renew our trademark upon its expiry. In the event that
we are unable to do so, our business and financial performance may be adversely affected. Further,
there is no assurance that our products do not and will not infringe other registered trademarks or
intellectual property rights belonging to third parties. As such, we may be subject to legal proceedings
and claims relating to such infringement. In the event of any claims or litigation involving infringement
of the intellectual property rights of third parties, whether with or without merit, it could result in a
diversion of our managements time and resources and our business operations may be materially and
adversely affected. In addition, any successful claim against us arising out of such proceedings could
result in substantial monetary liabilities and will materially affect our reputation and the continued sale
of the affected products and consequently, our financial performance.

We may be affected by complaints from consumers and negative publicity

We may be the subject of complaints, whether valid or invalid, from consumers with regard to the quality
of our food products. We may also be affected by factors such as negative publicity resulting from the
publication of industry findings, research reports or health concerns concerning our products
(regardless of their accuracy or validity). Such complaints and negative publicity will affect the image
of our brand and the sales of our products. In such event, our business and financial performance will
be adversely affected.

Our insurance coverage may be inadequate

We have in place insurance policies such as workmens compensation, fire, losses as a result of avian
influenza, public liability and product liability insurance but these may not be adequate to cover such
relevant insured losses, claims and/or liabilities that we may suffer. We may also suffer other losses,

35
 RISK FACTORS

claims and/or liabilities for which we are not insured. In the event that our insurance coverage is not
available or adequate to cover any losses, claims and/or liabilities, our financial performance may be
adversely affected. In addition, the payment by our insurers of such insurance claims may result in
increases in the premiums payable by us for our insurance policies and result in adverse effects on our
financial performance. Please refer to the section entitled General Information on our Company and
our Group Insurance of this Offer Document for further details.

We are dependent on foreign workers

As at 30 September 2010, 54 out of our 96 full time workers are foreign workers mainly from Malaysia
and the PRC. The supply of foreign workers is subject to demand and supply conditions as well as the
Singapore governments manpower regulations. In the event of a ban, temporary or otherwise, on these
foreign workers from coming into Singapore and/or a change in the Singapore governments manpower
regulations resulting in a shortage of foreign workers to meet our operational requirements, our
business and financial performance will be adversely affected.

Any increase in the foreign worker levy will also increase our labour costs. Foreign workers salaries
and levies constituted an aggregate of approximately 17.7%, 15.1%, and 16.0% of our total operating
costs (which includes costs relating to biological assets which have been capitalised) in FY2008,
FY2009 and FY2010 respectively.

We are exposed to credit risk and defaults in payments by our customers

We are exposed to payment delays and defaults by our customers who are granted credit terms of
seven (7) to 60 days. Our financial position and profitability are therefore dependent on the
creditworthiness of our customers. Any material default in payment by our customers will adversely
affect our financial condition, profitability and cash flow. In FY2008, FY2009 and FY2010, allowance for
doubtful debts amounted to approximately S$45,000, S$374,000 and S$19,000 respectively. There
was no bad debt written-off in FY2008 and FY2009. Bad debts written-off in FY2010 were
approximately S$373,000, which include an amount of approximately S$317,000 owed by Chews
Poultry Farm to CAPL. Please refer to the section entitled Past Interested Person Transactions
Transactions with Chews Poultry Farm of this Offer Document for further details. As at 30 September
2010, our trade receivables amounted to approximately S$2.88 million and average trade receivables
turnover in FY2010 was 62 days (please refer to the section entitled General Information on our
Company and our Group Credit Policy of this Offer Document for further details). There is no
assurance that the risks of default by our customers and hence allowance for doubtful debts will not
increase in the future, or we will not experience cash flow problems as a result of such defaults. Should
these develop into actual events, our operations and profitability will be adversely affected.

We are dependent on key personnel

We believe that the success of our Group has been largely due to the continued active involvement of
our key management personnel, in particular, our Executive Directors, Messrs Chew Chee Bin and
Chew Eng Hoe, as well as our Executive Officers. Our continued success will depend, to a large extent,
on our ability to retain the services of our Executive Directors and Executive Officers. The loss of the
service of any one of our Executive Directors and Executive Officers without suitable and timely
replacement, or the inability to attract and retain other qualified personnel, would adversely affect our
operations and hence, our financial performance.

36
 RISK FACTORS

We are exposed to foreign exchange risk

Some of our purchases are made in RM and US$. Although the amount of purchases in RM and US$
were insignificant for FY2008, FY2009 and FY2010, the amount of such purchases may increase in the
future and where there are adverse fluctuations in the various foreign currencies in which we transact
against the S$, our earnings may be adversely affected.

Given that the reporting currency of our combined financial statements is in S$, in order to prepare our
combined financial statements, we translate the financial statements of our subsidiary in Hong Kong
from HK$ to S$ based on the average exchange rates prevailing over the relevant period of the profit
and loss account and at closing exchange rates for the balance sheet. Movements in the exchange
rates may adversely affect our financial performance. Although there was no profit contribution from our
Hong Kong subsidiary, CFIL, in FY2008 and FY2009 prior to the Restructuring Exercise and an
insignificant loss in FY2010, the contribution may increase in future and will be subject to currency
translation risk should the S$ appreciate against the HK$.

Please refer to the section entitled Managements Discussion and Analysis of Results of Operations
and Financial Position Foreign Exchange Management of this Offer Document for further details.

We may not be successful in implementing our business expansion plans

As described under the section entitled General Information on our Company and our Group
Business Strategies and Future Plans of this Offer Document, our growth strategies include the
following:

(i) continuous improvement and upgrade of our facilities, machinery and equipment to enhance
operational and cost efficiency;

(ii) enhance our product development capabilities and expand our range of food products;

(iii) expansion of our customer base;

(iv) strengthen our brand recognition through our brand management and marketing strategies; and

(v) expansion of our business through acquisitions, joint ventures or strategic alliances.

These expansion plans will require substantial capital expenditure and financial resources. The
success of our expansion plans depends on many factors, some of which are not within our control. In
the event that we are not able to achieve a sufficient level of revenue or manage our costs effectively,
our future financial performance and position may be adversely affected.

In particular, as part of our business expansion plans, our Group has recently obtained approval from
the AVA on 27 December 2010 to conduct a one (1) year pilot project on planting Sakura papaya trees
using the Sakura lactobacillus planting technology (the Papaya Planting Pilot Project) within the
premises of our layer farm (subject to our Group meeting certain requirements which have been
specified by the AVA in respect of the Papaya Planting Pilot Project). Please refer to the sections
entitled General Information on our Company and our Group Prospects and General Information
on our Company and our Group Business Strategies and Future Plans of this Offer Document for
further details.

As our Group does not have any experience in planting papayas within the premises of our layer farm,
there is no assurance that the Papaya Planting Pilot Project will achieve a sufficient level of, or any,

37
 RISK FACTORS

success. There is also no assurance that our Group will be able to obtain AVAs approval in the event
that our Group wishes to continue planting Sakura papaya trees using the Sakura lactobacillus planting
technology after the end of the Papaya Planting Pilot Project. In addition, although our Group will
ensure that the areas of our layer farm allocated for the Papaya Planting Pilot Project are effectively
bird-proofed to prevent attraction of wild birds or other animals into the farm, there is no assurance that
the population of wild birds or other animals within our layer farm will not increase due to the
commencement of the Papaya Planting Pilot Project. In the event that the increase in the population of
wild birds or other animals within our layer farm leads to a breach in our biosecurity measures, the AVA
may exercise the discretion to enforce the removal of the Sakura papaya trees and any related costs
would be borne by our Group, thereby adversely affecting our financial performance. A breach in our
biosecurity measures may also lead to an increase in the risk of poultry-related diseases, such as avian
influenza, which may affect our existing business adversely due to the loss of consumer confidence
and/or reduction in consumption of chickens and eggs. Please refer to the risk factor titled Our
business will be affected by any outbreak of poultry-related diseases and infection.

RISKS RELATING TO AN INVESTMENT IN OUR SHARES

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. Catalist was newly formed in December
2007 and the future success and liquidity in the market of our Shares cannot be guaranteed.

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 this Placement, there has been no public market for our Shares. Although we have made an
application to the SGX-ST to list our Shares on Catalist, there is no assurance that an active trading
market for our Shares will develop or if developed, be sustained after the Placement. There is also no
assurance that the market price for our Shares will not decline below the Placement Price. The market
price of our Shares could be subject to significant fluctuations as investors sentiments may be affected
by external factors such as the outbreak of war, escalation of hostilities or outbreak of infectious
diseases (whether in Singapore or elsewhere). Other factors including the liquidity of our Shares in the
market, differences between our actual financial or operating results and those expected by investors
and analysts, the general market conditions and broad market fluctuations may also result in significant
fluctuations in the market price of our Shares.

Our Share price may be volatile in future which could result in substantial losses for investors
subscribing for Shares pursuant to the Placement

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

(i) variations of our operating results;

(ii) changes in securities analysts recommendations, perceptions or estimates of our financial

performance;

38
 RISK FACTORS

(iii) announcements made by us of significant acquisitions, strategic alliances or joint ventures;

(iv) additions or departures of key personnel;

(v) fluctuations in stock market prices and volume;

(vi) involvement in litigation; and

(vii) changes in general economic and stock market conditions.

Future sale, availability or issuance of Shares could adversely affect our Share price

Any future sale, availability or issuance of a large number of our Shares can have a downward pressure
on our Share price. The sale of a significant amount of Shares in the public 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 also affect our ability to sell additional equity securities. Except as otherwise
described in the section entitled Shareholders Moratorium of this Offer Document, there will be no
restriction on the ability of our existing Shareholders to sell their Shares either on Catalist or otherwise.

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

Negative publicity which includes those relating to any of our Directors, Executive Officers or
Substantial Shareholders may adversely affect our Share price

Negative publicity or announcements relating to any of our Directors, Executive Officers or Substantial
Shareholders may adversely affect the market perception or the Share performance of our Share,
whether or not it is justified. Examples of these include unsuccessful attempts in joint ventures,
acquisitions or take-overs, or involvement in insolvency proceedings.

We may require additional funding for our growth plans, and such funding may result in a
dilution of Shareholders investment

We attempted to estimate our funding requirements in order to implement our growth plans as set out
in the section entitled General Information on our Company and our Group 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
juncture, 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.

39
 RISK FACTORS

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, any Shareholders who are unable or unwilling to participate in
such an additional round of fund raising may suffer dilution in their investments.

Investors in our Shares would face immediate and substantial dilution in the NAV per Share and
may experience future dilution

Our Placement Price of S$0.25 is higher than our Groups NAV per Share of approximately S$0.17
based on the post-Placement issued share capital. 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 details of the
immediate dilution of our Shares incurred by new investors.

Control by our Shareholders of our enlarged share capital after the Placement may limit your
ability to influence the outcome of decisions requiring the approval of Shareholders.

After the completion of the Placement, our Shareholder, Fenghe Investment, will be the largest
Shareholder of our Company and will hold approximately 68.14% of our enlarged share capital after the
Placement. As a result, Fenghe Investment will be able to significantly influence all matters requiring
approval by our Shareholders except where it is required by the Catalist Rules to abstain from voting.
Such concentration of ownership will place them in a position to affect significantly our corporate
actions such as mergers or take-over attempts (notwithstanding that the same may be synergistic or
beneficial to our Group) in a manner that could conflict with the interests of our public Shareholders.

We may not be able to pay dividends in the future

Our ability to declare dividends to our Shareholders will depend on our future financial performance and
distributable reserves of our Company. Our Companys future financial performance and distributable
reserves depend on several factors, such as the successful implementation of our strategies, the
general economic conditions, demand for and selling prices of our products and services. Many of
these factors may be beyond our control. As such, there is no assurance that our Company will be able
to pay dividends to our Shareholders after the completion of the Placement. In the event that any
company in our Group enters into any loan agreements in the future, covenants therein may also limit
when and how much dividends it can declare and pay.

40
 ISSUE STATISTICS

Placement Price S$0.25

Net Asset Value per Share

NAV per Share based on the audited combined balance sheet of our Group as
at 30 September 2010:

(a) before adjusting for the estimated net proceeds from the issue of 17.67 cents
Placement Shares and based on the pre-Placement share capital of
71,708,000 Shares

(b) after adjusting for the estimated net proceeds from the issue of 17.41 cents
Placement Shares and based on the post-Placement share capital of
84,498,000 Shares

Premium of Placement Price over the NAV per Share as at 30 September

2010:

(a) before adjusting for the estimated net proceeds from the issue of 41.45%
Placement Shares and based on the pre-Placement share capital of
71,708,000 Shares

(b) after adjusting for the estimated net proceeds from the issue of 43.61%
Placement Shares and based on the post-Placement share capital of
84,498,000 Shares

Earnings per Share

Historical net EPS of our Group for FY2010 based on our Companys 4.26 cents
pre-Placement share capital of 71,708,000 Shares

Historical net EPS of our Group for FY2010 based on our Companys 3.54 cents
pre-Placement share capital of 71,708,000 Shares, assuming that the Service
Agreements had been in place from the beginning of FY2010

Price Earnings Ratio

Historical PER based on the Placement Price and the historical net EPS of our 5.87 times
Group for FY2010

Historical PER based on the Placement Price and the historical net EPS of our 7.06 times
Group for FY2010, assuming that the Service Agreements had been in place
from the beginning of FY2010

Net Operating Cash Flow(1)

Historical net operating cash flow per Share of our Group for FY2010 based on 16.15 cents
the pre-Placement share capital of 71,708,000 Shares

Historical net operating cash flow per Share of our Group for FY2010 based on 15.43 cents
the pre-Placement share capital of 71,708,000 Shares, assuming that the
Service Agreements had been in place from the beginning of FY2010

41
 ISSUE STATISTICS

Price to Net Operating Cash Flow Ratio

Ratio of Placement Price to historical net operating cash flow per Share of our 1.55 times
Group for FY2010 based on the pre-Placement share capital of 71,708,000
Shares FY2010

Ratio of Placement Price to historical net operating cash flow per Share of our 1.62 times
Group for FY2010 based on the pre-Placement share capital of 71,708,000
Shares, assuming that the Service Agreements had been in place from the
beginning of FY2010

Market Capitalisation

Market capitalisation based on the Placement Price and post-Placement share S$21.12 million
capital of 84,498,000 Shares

Note:
(1) Net operating cash flow refers to net cash inflows from operating activities.

42
 USE OF PROCEEDS AND LISTING EXPENSES

USE OF PROCEEDS

The total net proceeds to be raised by our Company from the Placement, after deducting the estimated
cash expenses in relation to the Placement of approximately S$1.16 million, is estimated to amount to
approximately S$2.04 million.

The following table sets out the breakdown of the use of proceeds to be raised by our Company:

Estimated amount
allocated for each dollar of
the gross proceeds raised
from the Placement
Amount in Aggregate (as a % of the gross
Use of proceeds from the Placement (S$000) proceeds)

Improvement and upgrading of our facilities 1,804 56.4

General working capital 232 7.3

Total 2,036 63.7

Further details of our use of proceeds may be found in the section entitled General Information on our
Company and our Group Business Strategies and Future Plans of this Offer Document.

The foregoing discussion represents our Companys best estimate of its allocation of the net proceeds
of the Placement based on our current plans and estimates regarding our anticipated expenditures.
Actual expenditures may vary from these estimates and our Company may find it necessary or
advisable to reallocate the net proceeds within the categories described above or to use portions of the
net proceeds for other purposes. In the event that our Company decides to reallocate the net proceeds
of the Placement for other purposes, our Company 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 or money market instruments as our Directors may, in their
absolute discretion, deem fit.

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

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

43
 USE OF PROCEEDS AND LISTING EXPENSES

LISTING EXPENSES

The estimated amount of expenses of the Placement and of the application for Listing, including the
placement commission, brokerage, management fees, legal and audit fees, fees payable to the
SGX-ST and all other incidental expenses in relation to this Placement is approximately S$1.51 million.

A breakdown of these expenses is as follows:

Estimated amount
allocated for each dollar of
the gross proceeds raised
from the Placement
Estimated Amount (as a % of the gross
Expenses borne by our Company(1) (S$000) proceeds)

Listing and application fees 40 1.3

Professional fees(2) 1,224 38.3
(3)
Placement commission 112 3.5
Miscellaneous expenses 136 4.3

Total 1,512 47.3(4)

Notes:
(1) Of the total estimated listing expenses to be borne by our Company of approximately of S$1.51 million, approximately
S$0.32 million will be capitalised against share capital and the balance of the estimated listing expenses will be charged to
the profit or loss.
(2) The professional fees include the management fee of approximately S$350,000 payable to the Manager, Sponsor and
Sub-Placement Agent pursuant to the Management Agreement which has been satisfied in full by the issuance and
allotment of 1,400,000 PPCF Shares to PPCF representing approximately 2% of the issued share capital of our Company
prior to the Placement and the Issue of New Shares to Employees at the Placement Price for each Share. For details, please
refer to the sections entitled Share Capital and Shareholders of this Offer Document.
(3) The amount of placement commission per Placement Share, agreed upon between the Placement Agent and our Company
is 3.5% of the Placement Price payable for each Placement Share. Please refer to the section entitled General and
Statutory Information Management and Placement Arrangements of this Offer Document for more details.
(4) Figure does not add up due to rounding differences.

44
 DIVIDEND POLICY

CAPL declared and paid dividends amounting to S$200,000 in respect of FY2010 on 6 October 2010.

Save as disclosed above, our Company and our subsidiaries have not declared or paid any dividends
since their incorporation.

We currently do not have a fixed dividend policy. The form, frequency and amount of future dividends
on our Shares will depend on our earnings, general financial condition, results of operations, capital
requirements, cash flow, general business condition, our development plans and other factors as our
Directors may deem appropriate (Dividend Factors).

All dividends are paid pro-rata among the Shareholders in proportion to the amount paid up on each
Shareholders Shares, unless the rights attaching to an issue of any Share 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.

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.

Subject to the above, our Directors intend to recommend and distribute dividends of not less than 20%
of our net profits attributable to our Shareholders for each of FY2011, FY2012 and FY2013 (the
Proposed Dividends).

However, investors should note that all foregoing statements, including statements on the Proposed
Dividends, are merely statements of our present intention and shall not constitute legally binding
statements in respect of our future dividends, which may be subject to modification (including reduction
or non-declaration thereof) in our Directors sole and absolute discretion. Investors should not treat the
Proposed Dividends as an indication of our Groups future dividend policy. No inference should 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. The form, frequency and amount of future dividends will
depend on the Dividend Factors.

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

45
 SHARE CAPITAL

Our Company (registration number: 201020806C) was incorporated in Singapore on 30 September

2010 under the Companies Act as a private company limited by shares under the name of Chews
Group Private Limited. On 25 January 2011, our Company changed its name to Chews Group
Limited in connection with its conversion into a public company limited by shares.

As at the date of incorporation, our issued and paid-up share capital was S$1.00, comprising one (1)
ordinary share. As at the Latest Practicable Date, our issued and paid-up share capital was S$1.00
comprising one (1) Share. Pursuant to the completion of the Restructuring Exercise, our issued and
paid-up share capital is S$10,000,000 comprising 10,000,000 Shares. Please refer to the section
entitled Restructuring Exercise of this Offer Document for more details.

Pursuant to an extraordinary general meeting held on 19 January 2011, our Shareholders approved,
inter alia, the following:

(a) the issue of 9,999,999 Shares as consideration for the acquisition of all the existing ordinary
shares in CAPL pursuant to the Restructuring Exercise;

(b) the sub-division of Shares in the issued share capital of our Company, of which 10,000,000
Shares have been issued and are fully paid, into 70,000,000 Shares;

(c) the conversion of our Company into a public company limited by shares and the consequential
change of our name to Chews Group Limited;

(d) our adoption of a new set of Articles of Association;

(e) the issue of 1,400,000 PPCF Shares to PPCF in part satisfaction of their management fee as
Manager, Sponsor and Sub-Placement Agent;

(f) the issue of an aggregate of 308,000 new Shares to our Executive Officers, Ms Tay Bee Gek
Dorriz, Mr Tan Chee Nam and Mr Tan Swee Teck, and employees, Messrs Han Ek Kuang, Lee
Thian Fok, Peck Ah Tee, Liew Teck On and Soh You Yong (Issue of New Shares to
Employees);

(g) the issue of the Placement Shares which are the subject of the Placement on the basis that the
Placement Shares, when allotted, issued and fully paid, will rank pari passu in all respects with the
existing issued Shares;

(h) the approval of the listing and quotation of all the issued Shares (including the Placement Shares
to be issued and allotted pursuant to the Placement) on Catalist;

(i) the adoption of the Performance Share Plan, and the authorisation of our Directors, pursuant to
Section 161 of the Companies Act, to allot and issue Shares upon the release of Awards granted
under the Performance Share Plan;

(j) the adoption of the Share Option Scheme, and the authorisation of our Directors, pursuant to
Section 161 of the Companies Act, to allot and issue Shares upon the exercise of Options granted
under the Share Option Scheme and that authority be given to our Directors to grant Options at
a discount, up to a maximum discount of 20.0%;

46
 SHARE CAPITAL

(k) that authority be and is hereby given to our Directors, pursuant to Section 161 of the Companies
Act and by way of ordinary resolution in a general meeting, to:

(A) (i) issue Shares whether by way of rights, bonus or otherwise; and/or

(ii) make or grant offers, agreements or options (collectively, Instruments) that might or
would require Shares to be issued during the continuance of this authority or thereafter,
including but not limited to the creation and issue of (as well as adjustments to)
warrants, debentures, convertible securities or other instruments convertible into
Shares; and/or

(iii) notwithstanding that such authority may have ceased to be in force at the time that
Instruments are to be issued, issue additional Instruments arising from adjustments
made to the number of Instruments previously issued in the event of rights, bonus or
other capitalisation issues,

at any time and upon such terms and conditions and for such purposes and to such persons
as our Directors may in their absolute discretion deem fit; and

(B) issue Shares in pursuance of any Instrument made or granted by our Directors pursuant to
(A)(ii) and/or (A)(iii) above, while such authority was in force (notwithstanding that such issue
of Shares pursuant to the Instruments may occur after the expiration of the authority
contained in this resolution),

provided that:

(1) the aggregate number of Shares to be issued pursuant to such authority (including the
Shares to be issued in pursuance of Instruments made or granted pursuant to this authority
but excluding Shares which may be issued pursuant to any adjustments (Adjustments)
effected under any relevant Instrument, which Adjustments shall be made in compliance 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), does not exceed 100% of the post-Placement issued share capital excluding
treasury shares, and provided further that the aggregate number of Shares to be issued
other than on a pro-rata basis to Shareholders (including Shares to be issued in pursuance
of Instruments made or granted pursuant to such authority but excluding Shares which may
be issued pursuant to Adjustments effected under any relevant Instrument) shall not exceed
50% of the post-Placement issued share capital excluding treasury shares;

(2) 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

(3) unless revoked or varied by our Company in general meeting by ordinary resolution, the
authority so conferred 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.

47
 SHARE CAPITAL

For the purposes of this resolution and pursuant to Rules 806(3) and 806(4) of the Catalist Rules,
the post-Placement issued share capital shall mean the total number of issued Shares of our
Company (excluding treasury shares) immediately after the Placement, after adjusting for: (i) new
Shares arising from the conversion or exercise of any convertible securities; (ii) new Shares
arising from exercising share options or vesting of share awards outstanding or subsisting at the
time such authority is given, provided the options or awards were granted in compliance with the
Catalist Rules; and (iii) any subsequent bonus issue, consolidation or sub-division of Shares.

As at the date of this Offer Document, there is only one 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 of our Shareholders are set out in Appendix B entitled Selected Extracts of our Articles
of Association of this Offer Document.

As at the date of this Offer Document, the issued and paid-up share capital of our Company is
S$10,427,000 comprising 71,708,000 Shares. Upon the issue and allotment of the Placement Shares
which are the subject of the Placement, the resultant issued and paid-up share capital of our Company
will be increased to S$13,300,676 comprising 84,498,000 Shares.

There are no founder, management, deferred or unissued Shares reserved for issuance for any
purpose.

Save for the Options which may be granted under the 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 or our
subsidiaries. As at the Latest Practicable Date, no option to subscribe for Shares in our Company has
been granted to, or was exercised by, any of our Directors or Executive Officers.

Details of the changes in the issued and paid-up share capital of our Company since the date of
incorporation and immediately after the Placement are set out below:

Issued and paid-up

Number of issued share capital
Shares (S$)

Issued and fully paid Shares as at incorporation 1 1

Issue of 9,999,999 Shares pursuant to the Restructuring Exercise 9,999,999 9,999,999

Issued and fully paid Shares immediately after the Restructuring 10,000,000 10,000,000
Exercise

Sub-Division 70,000,000 10,000,000

Issue of New Shares to Employees 308,000 77,000
Issue of 1,400,000 PPCF Shares to PPCF in satisfaction of 1,400,000 350,000
management fee payable to PPCF as Manager, Sponsor and
Sub-Placement Agent

Pre-Placement issued and paid-up share capital 71,708,000 10,427,000

(1)
Placement Shares issued pursuant to the Placement 12,790,000 2,873,676

Post-Placement issued and paid-up share capital 84,498,000 13,300,676

Note:
(1) After deducting expenses incurred in relation to the Placement of approximately S$323,824 which is capitalised against
share capital as described in the section entitled Use of Proceeds and Listing Expenses of this Offer Document.

48
 SHARE CAPITAL

The issued share capital and the shareholders equity of our Company after adjustments to reflect the
Restructuring Exercise, the Sub-Division, the Issue of New Shares to Employees, the issue of
1,400,000 PPCF Shares to PPCF and the issue and allotment of the Placement Shares pursuant to the
Placement, are set forth below.

After the Restructuring

Exercise, the Sub-Division,
the Issue of New Shares to
Employees and the issue
As at of 1,400,000 PPCF Shares After the
Incorporation to PPCF Placement

Issued and fully paid-up shares 1 71,708,000 84,498,000

(number of shares)
Issued and fully paid-up share capital (S$) 1.00 10,427,000 13,300,676(1)
Total shareholders equity (S$) 1.00 10,427,000 13,300,676

Save as disclosed above, there have been no other changes in the share capital of our Company since
the date of its incorporation on 30 September 2010.

Note:
(1) The share capital is net of expenses incurred in relation to the Placement of approximately S$323,824 which is capitalised
against our Companys share capital, such treatment being in accordance with applicable accounting standards.

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 the number and classes of shares of each of our subsidiaries, within the three
(3) years preceding the Latest Practicable Date:

CFIL

Number of Subscription Purpose of Issue or Resultant Paid-Up

Date of Issue shares issued Price Per share Investment Share Capital

6 May 2010 10,000 HK$1.00 Incorporation HK$10,000

Save as disclosed in this section, no share in or debenture of our Company or our subsidiaries has
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 dates of incorporation of our Company and our subsidiaries and up to the date of
lodgement of this Offer Document.

49
 SHAREHOLDERS

SHAREHOLDING AND OWNERSHIP STRUCTURE

Our Directors and Substantial Shareholders and their respective shareholdings immediately before and
after the Placement are summarised below:

Before the Placement After the Placement

Direct Interest Deemed Interest Direct Interest Deemed Interest
Number of Number of Number of Number of
Shares % Shares % Shares % Shares %

Directors
Chew Chee Bin(1) (3) (4) 368,025 0.51 368,025 0.44
Chew Eng Hoe(2) (3) (4) 343,350 0.48 343,350 0.41
(1) (3) (4)
Chew Chee Keong 368,025 0.51 368,025 0.44
Yuen Sou Wai
Chong Chin Fan
Dr Choo Boon Seng

Substantial Shareholders
Fenghe Investment(4) 57,580,341 80.30 57,580,341 68.14
Chew Chu Hoo(4) (5)
6,010,375 8.38 6,010,375 7.11
Chews Farm Holdings(4) 57,580,341 80.30 57,580,341 68.14

Other Shareholders
Chew Suu Hai(4) (5)
1,202,075 1.68 1,202,075 1.42
(2) (4) (5)
Chew See Lian 296,884 0.41 296,884 0.35
Chew Eng Kiat(2) (3) (4) 322,000 0.45 322,000 0.38
(2) (3) (4)
Chew Eng Keng 1,668,800 2.33 1,668,800 1.97
Chew Yam Ber(1) (3) (4) 368,025 0.51 368,025 0.44
(1) (3) (4)
Chew Chee Chen 368,025 0.51 368,025 0.44
Chew Lay Kien(1) (3) (4) 368,025 0.51 368,025 0.44
(1) (3) (4)
Chew Lee Meng 368,025 0.51 368,025 0.44
Chew Chee Sen(1) (3) (4) 368,025 0.51 368,025 0.44
(6) (14)
Tay Bee Gek Dorriz 160,000 0.22 160,000 0.19
(7) (14)
Tan Chee Nam 40,000 0.06 40,000 0.05
Tan Swee Teck(8) (14)
32,000 0.04 32,000 0.04
(9) (14)
Han Ek Kuang 20,000 0.03 20,000 0.02
Lee Thian Fok(10) (14)
20,000 0.03 20,000 0.02
(11) (14)
Peck Ah Tee 20,000 0.03 20,000 0.02
Liew Teck On(12) (14)
8,000 0.01 8,000 0.01
(13) (14)
Soh You Yong 8,000 0.01 8,000 0.01
PPCF(15) 1,400,000 1.95 1,400,000 1.66
Public 12,790,000 15.14

TOTAL 71,708,000 100(16) 84,498,000 100(16)

Notes:
(1) Chew Yam Ber, Chew Chee Chen, Chew Lay Kien, Chew Lee Meng, Chew Chee Sen, our Executive Chairman, Chew Chee
Bin and our Non-Executive Director, Chew Chee Keong, are siblings.
(2) Our Managing Director, Chew Eng Hoe, and our Executive Officers, Chew Eng Kiat and Chew Eng Keng, are brothers.
Chew See Lian is the father of Chew Eng Hoe, Chew Eng Kiat and Chew Eng Keng.

50
 SHAREHOLDERS

(3) Chew Eng Hoe, Chew Eng Kiat and Chew Eng Keng are cousins of Chew Yam Ber, Chew Chee Chen, Chew Lay Kien,
Chew Lee Meng, Chew Chee Sen, Chew Chee Bin and Chew Chee Keong.
(4) Fenghe Investment is an investment holding company incorporated in Singapore on 20 September 2010. It is held by
Messrs Chew See Lian (1,958 shares (9.79%)), Chew Suu Hai (3,758 shares (18.79%)), Chew Chu Hoo (2,088 shares
(10.44%)), Chew Eng Kiat (1,006 shares (5.03%)), Chew Eng Hoe (2,266 shares (11.33%)), Chew Eng Keng (870 shares
(4.35%)) and Chews Farm Holdings (8,054 shares (40.27%)). Accordingly, Chews Farm Holdings is deemed interested in
the Shares held by Fenghe Investment by virtue of its 40.27% interest in Fenghe Investment pursuant to Section 7 of the
Companies Act. Chews Farm Holdings is an investment holding company incorporated in Singapore on 6 June 2007 held
by Chew Yam Ber, Chew Chee Chen, Chew Lay Kien, Chew Lee Meng, Chew Chee Sen, Chew Chee Bin and Chew Chee
Keong who each holds four (4) shares in Chews Farm Holdings.
(5) Chew See Lian, Chew Suu Hai and our Executive Officer, Chew Chu Hoo, are brothers.
(6) Tay Bee Gek Dorriz is the Chief Financial Officer of our Company.
(7) Tan Chee Nam is the General Manager, Production of our Company.
(8) Tan Swee Teck is the Sales and Marketing Manager of our Company.
(9) Han Ek Kuang is the supervisor for the breeders division of our Company.
(10) Lee Thian Fok is the supervisor for the feed mill and layers division of our Company.
(11) Peck Ah Tee is the chief supervisor of poultry management of our Company.
(12) Liew Teck On is the supervisor for the growers division of our Company.
(13) Soh You Yong is the supervisor for the maintenance division of our Company.
(14) These employees of our Company are not related to the Executive Directors, Substantial Shareholders, Controlling
Shareholders and their Associates and are deemed as existing public shareholders. Accordingly, they are included in the
minimum of 15% of Shares to be held in public hands in accordance with Rule 406(1) of the Catalist Rules.
(15) Pursuant to the Management Agreement and as part of PPCFs fees as the Manager, Sponsor and Sub-Placement Agent,
our Company issued and allotted 1,400,000 PPCF Shares to PPCF, representing approximately 2% of the issued share
capital of our Company prior to the Placement and the Issue of New Shares to Employees at the Placement Price for each
Share. After the completion of the relevant moratorium periods as set out in the section entitled Shareholders
Moratorium of this Offer Document, PPCF will dispose its shareholding interests in our Company at its discretion.
(16) Figure does not add up to 100% due to rounding differences.

Save as disclosed above and in the section entitled Directors, Management and Staff of this Offer
Document, there are no other relationships among our Directors, Substantial Shareholders and
Executive Officers.

Save as disclosed in the section entitled Restructuring Exercise of this Offer Document, there has
been no change in the percentage ownership of Shares by our Directors and Substantial Shareholders
from its incorporation until the Latest Practicable Date.

The Shares held by our Directors and Substantial Shareholders do not carry voting rights that are
different from the Placement Shares. Our Directors are not aware of any arrangement, the operation
of which may, at a subsequent date, result in a change in control of our Company.

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 ordinary shares in
scripless form except where required by law or the Catalist Rules.

There has not been any 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 its incorporation on 30 September 2010 to the Latest Practicable Date.

Save as disclosed above, our Company is not directly or indirectly owned or controlled, whether
severally or jointly by any other corporation, any government or person.

51
 SHAREHOLDERS

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 during the last three (3) years preceding 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.

SIGNIFICANT CHANGES IN PERCENTAGE OF OWNERSHIP

Save as disclosed above and in the sections entitled Share Capital and Restructuring Exercise of
this Offer Document, there were no significant changes in the percentage of ownership of our Directors
and Substantial Shareholders in our Company between the date of incorporation on 30 September
2010 and the Latest Practicable Date.

MORATORIUM

To demonstrate their commitment to our Group,

(a) Our Controlling Shareholder, Fenghe Investment, which will hold 57,580,341 Shares representing
approximately 68.14% of our Companys issued share capital immediately after the Placement,
has undertaken to the Manager, Sponsor and Sub-Placement Agent not to, amongst others, sell,
transfer, assign, dispose of, realise or enter into any agreement that will directly or indirectly
constitute or will be deemed as a disposal of any part of its shareholding interests in our Company
immediately after the Placement for a period of six (6) months commencing from our Companys
date of admission to Catalist (Initial Period), and for a period of six (6) months thereafter not to
sell, transfer or dispose any part of its shareholding interests in our Company to below 50% of its
original shareholdings in our Company.

(b) Our Substantial Shareholder, Mr Chew Chu Hoo, who will hold 6,010,375 Shares representing
approximately 7.11% of our Companys issued share capital immediately after the Placement, has
undertaken to the Manager, Sponsor and Sub-Placement Agent not to, amongst others, sell,
transfer, assign, dispose of, realise or enter into any agreement that will directly or indirectly
constitute or will be deemed as a disposal of any part of his shareholding interests in our Company
immediately after the Placement for the Initial Period and for a period of six (6) months thereafter
not to sell, transfer or dispose any part of his shareholding interests in our Company to below 50%
of his original shareholdings in our Company.

(c) Our Shareholders, namely, Messrs Chew Eng Hoe, Chew See Lian, Chew Suu Hai, Chew Eng
Kiat, Chew Eng Keng, Chew Chee Bin, Chew Chee Keong, Chew Yam Ber, Chew Chee Chen,
Chew Lay Kien, Chew Lee Meng and Chew Chee Sen, who will collectively hold 6,409,284
Shares representing approximately 7.61% of our Companys issued share capital immediately
after the Placement, have undertaken to the Manager, Sponsor and Sub-Placement Agent not to,
amongst others, sell, transfer, assign, dispose of, 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
shareholding interests in our Company immediately after the Placement for the Initial Period and
for a period of six (6) months thereafter not to sell, transfer or dispose any part of their respective
shareholding interests in our Company to below 50% of their original shareholdings in our
Company.

52
 SHAREHOLDERS

In addition:

(a) Messrs Chew Eng Hoe, Chew See Lian, Chew Suu Hai, Chew Chu Hoo, Chew Eng Kiat, Chew
Eng Keng and Chews Farm Holdings, who collectively hold the entire issued share capital of
Fenghe Investment, have undertaken to the Manager, Sponsor and Sub-Placement Agent not to,
amongst others, sell, transfer, assign, dispose of, 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
shareholding interests in Fenghe Investment immediately after the Placement for a period of 12
months commencing from our Companys date of admission to Catalist.

(b) Messrs Chew Chee Bin, Chew Chee Keong, Chew Yam Ber, Chew Chee Chen, Chew Lay Kien,
Chew Lee Meng and Chew Chee Sen who collectively hold the entire issued share capital of
Chews Farm Holdings, have undertaken to the Manager, Sponsor and Sub-Placement Agent not
to, amongst others, sell, transfer, assign, dispose of, 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
shareholding interests in Chews Farm Holdings immediately after the Placement for a period of
12 months commencing from our Companys date of admission to Catalist.

(c) Pursuant to the Management Agreement and as part of PPCFs fees as the Manager, Sponsor
and Sub-Placement Agent, our Company issued and allotted 1,400,000 PPCF Shares to PPCF
representing approximately 2% of the issued share capital of our Company prior to the Placement
and the Issue of New Shares to Employees, at the Placement Price for each Share.

PPCF has undertaken not to sell, transfer, assign, dispose of, realise or enter into any agreement
that will directly or indirectly constitute or will be deemed as a disposal of any part of its
shareholding interests in our Company for the Initial Period and for a period of six (6) months after
the Initial Period not to sell, transfer, assign, dispose of, realise, or enter into any agreement that
will directly or indirectly constitute or will be deemed as a disposal of any part of its shareholding
interests in our Company to below 50% of its original shareholdings in our Company. Upon
completion of the aforesaid relevant moratorium periods, PPCF will dispose its relevant
shareholding interests in our Company at its discretion.

53
 CAPITALISATION AND INDEBTEDNESS

The following table, which should be read in conjunction with the Independent Auditors Report and the
Combined Financial Statements for the Years Ended 30 September 2008, 2009 and 2010 as set out
in Appendix A of this Offer Document and the section entitled Managements Discussion and Analysis
of Results of Operations and Financial Position of this Offer Document, shows our cash and cash
equivalents, capitalisation and indebtedness as at the Latest Practicable Date:

(i) as at 30 September 2010 based on our audited combined financial statements;

(ii) as at the Latest Practicable Date based on our management accounts; and

(iii) as adjusted to give effect to the application of the net proceeds from the Placement, after
deducting estimated listing expenses related to the Placement.
As adjusted for
the net
As at 30 As at the Latest proceeds from
(S$000) September 2010 Practicable Date the Placement

Cash and cash equivalents 2,409 3,382 5,417

Indebtedness
Current
Obligations under finance leases 567 609 609

567 609 609

Non-current
Obligations under finance leases 646 678 678

646 678 678

Total Indebtedness 1,213 1,287 1,287

Total shareholders equity(1) 12,674 13,468 16,342

Total capitalisation and indebtedness 13,886(2) 14,756(2) 17,629

Notes:
(1) Includes share capital, retained earnings and non-controlling interests.
(2) Figure does not add up due to rounding differences.

As at the Latest Practicable Date, there were no material changes to our capitalisation and
indebtedness as disclosed above, save for changes in our reserves arising from day-to-day operations
in the ordinary course of business.

As at the Latest Practicable Date, the total banking facilities available to our Group amounted to
approximately S$4.19 million, of which approximately S$2.20 million remain unutilised.

54
 CAPITALISATION AND INDEBTEDNESS

Credit Facilities

As at the Latest Practicable Date, our Groups credit facilities from various financial institutions are as
follows:
Utilised Unutilised
Amount Amount as
as at the at the
Latest Latest
Practicable Practicable
Nature of Facility Date Date Interest rate
Financial Institutions facility (S$000) (S$000) (S$000) (per annum) Maturity Profile

DBS Bank Limited Hire 1,000 1,000 2.5% September

Purchase 2013 to
October 2014
DBS Bank Limited Hire 1,000 1,000 2.5%
Purchase
Orix Capital Ltd Hire 144 144 4.0% December 2011
Purchase
Standard Chartered Bank Hire 359 359 5.0% February to
Purchase October 2011
Standard Chartered Bank Hire 1,240 492 748 5.5% November
Purchase 2011 to
November 2012
Standard Chartered Bank Trade 450 450 *
facility

Total 4,193 1,995 2,198

* Interest rate is at Standard Chartered Banks Standard Bills Finance Rate (SBFR) plus 0.75% per annum for S$ bills and
SBFR plus 2.5% per annum for foreign currency bills.

Save as disclosed above, we do not have any committed borrowing facilities.

As at the Latest Practicable Date, we had utilised approximately S$2.0 million of our banking facilities,
which comprise hire purchase lease and trade facilities for the purposes of improvement and upgrading
of our facilities.

As at the Latest Practicable Date, all our borrowings are secured by deed of guarantee and indemnities,
joint and several personal guarantees provided by our Managing Director, Mr Chew Eng Hoe and
Messrs Chew Chu Hoo, Chew Suu Hai, Chew See Lian and Chew Eng Keng. Please refer to the
section entitled Interested Person Transactions On-going Interested Person Transactions of this
Offer Document for further details of the joint and several personal guarantees provided.

As at the Latest Practicable Date, we are not in breach of any of the terms and conditions or covenants
associated with any credit arrangement or bank loan which could materially affect our Groups financial
position and results of business operations, or the investments by our Shareholders.

55
 CAPITALISATION AND INDEBTEDNESS

Operating Lease Commitments

As at 30 September 2010 and the Latest Practicable Date, our operating lease commitments are as
follows:

(S$000) 30 September 2010 Latest Practicable Date

Within 1 year 67 46
After 1 year but within 5 years 17 24
After 5 years

Total 83(1) 70

Note:
(1) Figure does not add up due to rounding differences.

Capital Commitments

Our Group has material capital commitments of approximately S$0.78 million as at the Latest
Practicable Date.

Contingent Liabilities

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.

56
 WORKING CAPITAL

Our Company financed its operations through both internal and external sources. Our internal sources
of funds comprised of cash generated from our operating activities. Our external sources of funds
comprised mainly of banking facilities from financial institutions, credit granted by suppliers and capital
investment from Shareholders.

Our Group had positive cash and bank balances of approximately S$0.79 million, S$2.25 million and
S$2.41 million as at 30 September 2008, 2009 and 2010 respectively.

In FY2010, our Group generated net cash of approximately S$11.58 million from our operating
activities. As at 30 September 2010, our Group also recorded positive working capital of approximately
S$3.69 million.

As at the Latest Practicable Date, our Group had cash and bank balances of approximately S$3.38
million and total banking facilities of approximately S$4.19 million, of which approximately S$2.00
million was utilised, or approximately 52.4% of the total banking facilities remained unutilised.

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 our Groups net positive working capital position as at 30 September 2010, positive
cash flows generated from our operations in FY2010, our Groups banking facilities and cash and cash
equivalents as at the Latest Practicable Date, the working capital available to us as at the date of
lodgement of this Offer Document is sufficient for present requirements and for at least 12 months after
the listing 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 our Groups net positive working capital position as at 30 September 2010, positive
cash flows generated from our Groups operations in FY2010, our Groups banking facilities and cash
and cash equivalents as at the Latest Practicable Date, the working capital available to our Group as
at the date of lodgement of this Offer Document is sufficient for present requirements and for at least
12 months after the listing of our Company on Catalist.

57
 DILUTION

Dilution is the amount by which the Placement Price paid by the subscribers of our Shares in this
Placement exceeds our NAV per Share of our Group immediately after the Placement. Our NAV per
Share as at 30 September 2010, before adjusting for the estimated net proceeds due to our Company
from the Placement and based on our Companys pre-Placement issued and paid-up share capital of
71,708,000 Shares, was approximately 17.67 cents per Share.

Pursuant to the Placement in respect of 12,790,000 Placement Shares at the Placement Price, our NAV
per Share as at 30 September 2010 after adjusting for the estimated net proceeds due to our Company
from the Placement and based on our Companys post-Placement issued and paid-up share capital of
84,498,000 Shares would have been approximately 17.41 cents. This represents an immediate
decrease in NAV per Share of approximately 0.26 cents to our existing Shareholders and an immediate
dilution in NAV per Share of approximately 7.59 cents or approximately 30.4% to our new public
investors.

The following table illustrates the dilution on a per Share basis as at 30 September 2010:

Cents

Placement Price per Share 25.00

NAV per Share based on the pre-Placement share capital of 71,708,000 Shares 17.67
Decrease in NAV per Share attributable to existing Shareholders 0.26
NAV per Share after the issue of Placement Shares and based on the post-Placement 17.41
share capital of 84,498,000 Shares
Dilution in NAV per Share to new public investors 7.59
Dilution in NAV per Share to new public investors (%) 30.4

The following table summarises the total number of Shares (as adjusted for the Restructuring Exercise
and the Sub-Division) acquired by our Directors and/or Substantial Shareholders since our
incorporation, the total consideration paid by them and the effective cash cost per Share to our
Directors and/or Substantial Shareholders of Shares acquired by them from the date of incorporation,
and the public Shareholders who subscribe for the Placement Shares at the Placement Price pursuant
to the Placement:
Total Effective cash
Number of consideration cost per Share
Shares (S$) (cents)

Directors
Chew Chee Bin(1) 368,025 52,575 14.29
(1)
Chew Eng Hoe 343,350 49,050 14.29
(1)
Chew Chee Keong 368,025 52,575 14.29
Yuen Sou Wai
Chong Chin Fan
Dr Choo Boon Seng

Substantial Shareholders
Fenghe Investment(1) 57,580,341 8,225,763 14.29
Chew Chu Hoo(1) 6,010,375 858,625 14.29

58
 DILUTION

Total Effective cash

Number of consideration cost per Share
Shares (S$) (cents)

Other Shareholders
Chew Suu Hai(1) 1,202,075 171,725 14.29
Chew See Lian(1) 296,884 42,412 14.29
(1)
Chew Eng Kiat 322,000 46,000 14.29
(1)
Chew Eng Keng 1,668,800 238,400 14.29
(1)
Chew Yam Ber 368,025 52,575 14.29
Chew Chee Chen(1) 368,025 52,575 14.29
(1)
Chew Lay Kien 368,025 52,575 14.29
(1)
Chew Lee Meng 368,025 52,575 14.29
(1)
Chew Chee Sen 368,025 52,575 14.29
Tay Bee Gek Dorriz(2) 160,000 40,000 25.00
(2)
Tan Chee Nam 40,000 10,000 25.00
(2)
Tan Swee Teck 32,000 8,000 25.00
(2)
Han Ek Kuang 20,000 5,000 25.00
Lee Thian Fok(2) 20,000 5,000 25.00
(2)
Peck Ah Tee 20,000 5,000 25.00
(2)
Liew Teck On 8,000 2,000 25.00
(2)
Soh You Yong 8,000 2,000 25.00
PPCF(3) 1,400,000 350,000 25.00

New public investors 12,790,000 3,197,500 25.00

Notes:
(1) The Shares were acquired pursuant to the Restructuring Exercise. Pursuant to the Restructuring Exercise, (i) Messrs Chew
See Lian, Chew Suu Hai, Chew Chu Hoo, Chew Eng Kiat, Chew Eng Hoe and Chew Eng Keng renounced an aggregate
of 4,913,538 Consideration Shares to Fenghe Investment; and (ii) Chews Farm Holding renounced 3,312,224
Consideration Shares to Fenghe Investment and 52,575 Consideration Shares to each of Messrs Chew Yam Ber, Chew
Chee Bin, Chew Chee Chen, Chew Lay Kien, Chew Lee Meng, Chew Chee Keong and Chee Chee Sen. Pursuant to the
Sub-Division, the Shares were sub-divided. Please refer to the sections entitled Share Capital and Restructuring
Exercise of this Offer Document for further details.
(2) These employees of our Company received the abovementioned Shares pursuant to the Issue of New Shares to Employees
as part of their reward for their services to our Group. Under the FRS 102, the fair value of these Shares will be recognised
as a charge to the income statement for FY2011.
(3) Pursuant to the Management Agreement and as part of PPCFs fees as the Manager, Sponsor and Sub-Placement Agent,
our Company issued and allotted 1,400,000 PPCF Shares to PPCF, representing approximately 2% of the issued share
capital of our Company prior to the Placement and the Issue of New Shares to Employees at the Placement Price for each
Share. After the completion of the relevant moratorium periods as set out in the section entitled Shareholders
Moratorium of this Offer Document, PPCF will dispose its shareholding interests in our Company at its discretion.

59
 RESTRUCTURING EXERCISE

Our Group was formed through the Restructuring Exercise which involved an acquisition and the
rationalisation of our corporate and shareholding structure for the purposes of the Placement. Pursuant
to the Restructuring Exercise, our Company became the holding company of our Group.

(a) Incorporation of our Company

Our Company was incorporated in the Republic of Singapore on 30 September 2010 in

accordance with the Companies Act as a private limited company with an initial paid-up capital of
S$1.00 comprising one (1) Share held by Fenghe Investment.

(b) Acquisition of CFIL

On 9 December 2010, our Company and our Managing Director, Mr Chew Eng Hoe, entered into
a sale and purchase agreement pursuant to which our Company acquired 9,000 ordinary shares,
representing 90% shareholdings in the issued and paid-up share capital of CFIL from Mr Chew
Eng Hoe, at a nominal consideration of S$1.00. The remaining 10% shareholdings in the issued
and paid-up share capital of CFIL is held by Ms Li Ka Fung, an unrelated third party.

(c) Share swap exercise (Share Swap) between our Company and CAPL

Pursuant to an agreement dated 19 January 2011, our Company acquired the entire issued and
paid-up share capital of CAPL comprising 10,000,000 ordinary shares (the CAPL Shares) at an
aggregate consideration of S$9,999,999. The purchase consideration was satisfied by the issue
of 9,999,999 fully paid Shares (the Consideration Shares) to the shareholders of CAPL namely,
Messrs Chew See Lian, Chew Suu Hai, Chew Chu Hoo, Chew Eng Kiat, Chew Eng Hoe, Chew
Eng Keng and Chews Farm Holdings (the Original CAPL Shareholders), who renounced part
of their Consideration Shares (the Renunciation). The details of the Share Swap and the
Renunciation are as follows:
Number of
Number of Consideration Number of
Shares Shares Shares in our
Number of in our Number of Number of received Company
CAPL shares Company Consideration Consideration pursuant after Share
before Share before Share Shares Shares to the Swap and the
Name Swap Swap issued renounced Renunciation Renunciation

Chew See Lian 848,250 848,250 805,838 42,412

(8.49%) (renounced to (0.42%)
Fenghe
Investment)

Chew Suu Hai 1,717,250 1,717,250 1,545,525 171,725

(17.17%) (renounced to (1.71%)
Fenghe
Investment)

Chew Chu Hoo 1,717,250 1,717,250 858,625 858,625

(17.17%) (renounced to (8.58%)
Fenghe
Investment)

Chew Eng Kiat 460,000 460,000 414,000 46,000

(4.60%) (renounced to (0.46%)
Fenghe
Investment)

60
 RESTRUCTURING EXERCISE

Number of
Number of Consideration Number of
Shares Shares Shares in our
Number of in our Number of Number of received Company
CAPL shares Company Consideration Consideration pursuant after Share
before Share before Share Shares Shares to the Swap and the
Name Swap Swap issued renounced Renunciation Renunciation

Chew Eng Hoe 981,000 981,000 931,950 49,050

(9.81%) (renounced to (0.49%)
Fenghe
Investment)

Chew Eng Keng 596,000 596,000 357,600 238,400

(5.96%) (renounced to (2.38%)
Fenghe
Investment)

Chews Farm 3,680,250 3,680,249 3,312,224

Holdings (36.80%) (renounced to
Fenghe
Investment)
368,025
(renounced to
individual
shareholders
below)

Chew Yam Ber 52,575 52,575

(0.53%)

Chew Chee Bin 52,575 52,575

(0.53%)

Chew Chee Chen 52,575 52,575

(0.53%)

Chew Lay Kien 52,575 52,575

(0.53%)

Chew Lee Meng 52,575 52,575

(0.53%)

Chew Chee Keong 52,575 52,575

(0.53%)

Chew Chee Sen 52,575 52,575

(0.53%)

Fenghe Investment 1 8,225,762 8,225,763

(100%) (82.25%)

Total 10,000,000 1 9,999,999 8,593,787 8,593,787 10,000,000

(100%) (100%) (100%)

Fenghe Investment is an investment holding company incorporated in Singapore on 20

September 2010. It is held by Messrs Chew See Lian (1,958 shares (9.79%)), Chew Suu Hai
(3,758 shares (18.79%)), Chew Chu Hoo (2,088 shares (10.44%)), Chew Eng Kiat (1,006 shares
(5.03%)), Chew Eng Hoe (2,266 shares (11.33%)), Chew Eng Keng (870 shares (4.35%)) and
Chews Farm Holdings (8,054 shares (40.27%)).

Chews Farm Holdings is an investment holding company incorporated in Singapore on 6 June

2007. It is held by Messrs Chew Yam Ber, Chew Chee Bin, Chew Chee Chen, Chew Lay Kien,
Chew Lee Meng, Chew Chee Keong and Chew Chee Sen who each holds four (4) shares in
Chews Farm Holdings.

61
 GROUP STRUCTURE

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

Chews Group Limited

100% 90%

Chews Agriculture Pte Ltd Chews Food International Limited

Note: The remaining 10% shareholdings in the issued and paid-up share capital of Chews Food International Limited is held
by Ms Li Ka Fung, an unrelated third party.

62
 SELECTED COMBINED FINANCIAL INFORMATION

The following summary financial data 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 and the Independent Auditors Report and the Combined Financial
Statements for the Years Ended 30 September 2008, 2009 and 2010 as set out in Appendix A of this
Offer Document.

A summary of the financial information of our Group in respect of FY2008, FY2009 and FY2010 is set
out below:

Results of Operations of our Group

Audited
S$000 FY2008 FY2009 FY2010

Revenue 14,472 16,844 19,207

Other operating income 196 260 324
Changes in inventory (63) 143 633
Purchases of materials (1,471) (1,997) (3,253)
Employee benefits expense (995) (985) (1,259)
Depreciation (97) (104) (216)
Rental expense (21) (14)
Amortisation of biological assets (7,602) (9,019) (9,827)
Other operating expenses (1,743) (2,485) (1,854)
Finance costs (33) (28) (52)

Profit before income tax(1) 2,642(4) 2,628(4) 3,689

Income tax expense (1,173) (496) (636)

Profit for the year, representing total comprehensive

income for the year(1) 1,469 2,131(4) 3,053

Total comprehensive income attributable to equity

holders of the Company 1,469 2,131 3,053

EPS (cents)(2) 2.05 2.97 4.26

Adjusted EPS (cents)(1) (3)
1.74 2.52 3.61

Notes:
(1) Had the Service Agreements (set out in the section entitled Directors, Executive Officers and Staff Service Agreements
of this Offer Document) been in place since 1 October 2009, our combined profit before income tax, profit net of tax
attributable to equity holders of the Company and EPS computed based on our post-Placement share capital of 84,498,000
Shares for FY2010 would have been approximately S$3.07 million, S$2.54 million and 3.01 cents respectively.
(2) For comparative purposes, the EPS for the period under review have been computed based on the profit net of tax
attributable to equity holders of the Company and the pre-Placement share capital of 71,708,000 Shares.
(3) For comparative purposes, the adjusted EPS for the period under review have been computed based on the profit net of
tax attributable to equity holders of the Company and the post-Placement share capital of 84,498,000 Shares.
(4) Figure does not add up due to rounding differences.

63
 SELECTED COMBINED FINANCIAL INFORMATION

Financial Position of our Group

Audited as at
30 September 30 September 30 September
S$000 2008 2009 2010

Current assets
Cash and bank balances 790 2,251 2,409
Trade receivables 2,112 2,357 2,882
Other receivables 351 141 1,067
Inventories 62 205 838

3,314(1) 4,954 7,197(1)

Non-current assets
Property, plant and equipment 1,644 2,772 4,099
Land use rights 1,934 1,829 1,724
Biological assets 3,866 4,130 4,088
Available-for-sale investment (2) (2) (2)

7,444 8,731 9,911

Total assets 10,758 13,685 17,107(1)

Current Liabilities
Current portion of bank loan (secured) 109
Trade payables 915 1,086 1,573
Other payables 970 946 710
Current portion of finance leases 94 333 567
Income tax payable 934 1,161 657

3,022 3,525(1) 3,507

Non-current liabilities
Finance leases 154 420 646
Deferred tax liabilities 93 120 281

247 540 927

Total liabilities 3,269 4,065 4,433(1)

Net Assets 7,488(1) 9,620 12,674

Capital and reserves

Share capital 10,000 10,000 10,002
Retained Earnings (2,512) (380) 2,672

Equity attributable to equity holders of the Company 7,488 9,620 12,674

Non-controlling interest (3)

Total equity 7,488 9,620 12,674

Total liabilities and equity 10,758(1) 13,685 17,107

NAV per Share (cents)(4) 10.44 13.42 17.67

Notes:
(1) Figure does not add up due to rounding differences.
(2) The available-for-sale investment is carried at S$1.
(3) Non-controlling interests was approximately S$89 for FY2010.
(4) NAV per Share is computed based on the net assets value and our pre-Placement share capital of 71,708,000 Shares.

64
 MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL POSITION

The following discussion of our results of operations and financial position has been prepared by our
management and should be read in conjunction with the Independent Auditors Report and the
Combined Financial Statements for the Years Ended 30 September 2008, 2009 and 2010 as set out
in Appendix A 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 are not limited to, those discussed below and
elsewhere in this Offer Document, particularly in the section entitled Risk Factors of this Offer
Document. Under no circumstances should the inclusion of such forward-looking statements herein be
regarded as a representation, warranty or prediction with respect to the accuracy of the underlying
assumptions by our Company, the Manager, Sponsor and Sub-Placement Agent, the Placement Agent
or any other person. Investors are cautioned not to place undue reliance on these forward-looking
statements that speak only as of the date hereof. Please refer to the section entitled Cautionary Note
on Forward-Looking Statements of this Offer Document.

Except as otherwise indicated, the following discussion is based on our audited combined financial
statements, which have been prepared in accordance with the Singapore Financial Reporting
Standards.

OVERVIEW

Our Group is principally engaged in the production of fresh eggs in Singapore. We specialise in the
production and sale of Designer Eggs, which contain specific value-added nutrients, as well as generic
eggs. We are also engaged in the production and sale of liquid eggs and the trading of spent grains.

The Group operates a layer farm located in Singapore at 20 Murai Farmway, Singapore 709153, which
occupies a land area of 201,545.6 sq m and has a total built-in area of approximately 72,100 sq m. The
farm has a rearing capacity of approximately 823,000 chickens as at 30 September 2010 in our grower,
breeder and layer sheds. As at the end of FY2010, the Group has about 595,000 chickens in the layer
and grower sheds and produces more than 120 million eggs per annum.

Over the years, we continued to diversify our range of Designer Eggs. To-date, we are able to offer a
comprehensive range of Designer Eggs and we currently have nine (9) main categories of Designer
Eggs selling in the leading supermarkets and hypermarkets in Singapore. Our continuous research and
development efforts in feed enhancement provided us with the know-how for producing these Designer
Eggs. Our expertise in feed formulation has also enhanced our ability to maintain the quality of our
products.

Please refer to the section entitled General Information on our Company and our Group Business
Overview of this Offer Document for further details of our business activities.

PRINCIPAL COMPONENTS OF OUR INCOME STATEMENT

Revenue

Revenue is derived mainly from the production and sale of Designer Eggs and generic eggs, the
production and sale of liquid eggs, and the trading of spent grains. Our revenue was approximately
S$14.47 million, S$16.84 million and S$19.21 million for FY2008, FY2009 and FY2010 respectively.

65
 MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL POSITION

Our revenue is recognised upon delivery of our products and when the significant risks and rewards of
ownership have been transferred to our customers. We generally allow sales returns of defective
products, mainly due to mishandling, by the leading supermarkets and hypermarkets. However, in the
period under review, we did not experience any material sales returns by our customers.

Our revenue is mainly dependent on the following factors:

(a) our business is subject to risks of regional or global outbreak of poultry-related diseases such as
avian influenza, which may affect our business adversely due to the loss of consumer confidence
and/or reduction in consumption of chickens and eggs. This is notwithstanding our strong
emphasis on the safety and quality of our products to ensure that they are hygienic, safe and fresh
for the end customers consumption;

(b) our Group faces competition from local layer farm companies and layer farms in Malaysia that
export their eggs to Singapore. The price of eggs in Singapore is affected by the price of eggs
imported from Malaysia, which is in turn largely determined by the supply and demand of eggs in
Malaysia. Our revenue will therefore be materially affected when there is an oversupply of eggs
in Malaysia and these excess eggs are imported into Singapore at a substantially lower price;

(c) our ability to remain price competitive in the market is largely dependent on our ability to source
for quality and cost effective feed raw materials such as corn, soybean meal and spent grains. As
such raw materials are commodity-based, any shortage in the supply of or upsurge in demand for
such raw materials would lead to an increase in their prices. We may be pressured to increase our
selling prices which may adversely affect our sales volume, revenue and profitability;

(d) our ability to continue upgrading our farm facilities to increase the rearing capacity of chickens and
to improve the condition of the grower sheds and layer sheds, which will in turn lead to an increase
in productivity. The rearing and production capacity have a direct impact on our ability to improve
our sales performance;

(e) we market and sell our products under our Chews brand-name. Over the years, we have built
an awareness of our brand amongst consumers in Singapore. The recognition of the Chews
brand-name as the leading and quality-assured eggs producer, especially in the sale of Designer
Eggs, will have an impact on the Groups sales performance;

(f) we do not have long term supply contracts with our major customers. Our ability to retain these
major customers is therefore important to the continued success of the Group. As such, we are
dependent to a large extent on our long-term working relationships with our major customers who
have been relying on us to provide them with regular fresh eggs;

(g) we rely heavily on foreign workers, mainly from Malaysia and the PRC, to work in our farm. Our
ability to provide consistent supplies of our products to our customers is largely dependent on the
availability of these foreign workers, which may be affected by changes in demand and supply
conditions and the Singapore governments manpower regulations. Any material shortage of such
workers may disrupt the production and packaging process and affect the supplies of our products
to customers, thereby reducing our revenue; and

(h) our business is primarily conducted in Singapore. As such, our revenue may be affected by the
political, economic, legal and regulatory developments in Singapore. Major events held in
Singapore that result in an increase in the number of visitors into Singapore will indirectly lead to
an increase in the consumption of eggs and may increase our revenue.

66
 MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL POSITION

Please refer to the section entitled Risk Factors of this Offer Document for other factors which may
affect our revenue.

Other operating income

Other operating income comprises mainly of sales of excess feed raw materials, fertilizers and waste
materials, grants and rebates received from the Singapore government, gain on disposal of fixed
assets and gain from foreign exchange. Other operating income was approximately S$0.20 million,
S$0.26 million and S$0.32 million, representing approximately 1.4%, 1.5% and 1.7% of the total
revenue in FY2008, FY2009 and FY2010 respectively.

Changes in inventory

Changes in inventory relates to the difference in inventory held by our Group at the end of the financial
year. Our inventory mainly consists of finished products (eggs), feed, feed raw materials and packaging
materials. There was a decrease in inventory of approximately S$0.06 million or approximately 0.4%
of the total revenue in FY2008 and an increase in inventory of approximately S$0.14 million and S$0.63
million, representing approximately 0.8% and 3.3% of our total revenue in FY2009 and FY2010
respectively.

Purchase of materials

The main components of our purchase of materials are feed raw materials, spent grains, parent stock,
vaccine and medicine products and packaging materials. We purchase reliable and good quality feed
raw materials from established local and overseas suppliers with good track records. Our total
purchase of materials was approximately S$9.12 million, S$10.36 million and S$11.66 million for
FY2008, FY2009 and FY2010 respectively. A major part of our purchase of materials is capitalised to
biological assets, which amounted to approximately S$7.65 million, S$8.36 million and S$8.41 million
in FY2008, FY2009 and FY2010 respectively. Accordingly, net purchase of materials was
approximately S$1.47 million, S$2.00 million and S$3.25 million, accounting for approximately 10.2%,
11.9% and 16.9% of our total revenue in FY2008, FY2009 and FY2010 respectively.

Employee benefits expense

Employee benefits expense primarily consists of directors and staff salaries, allowances, bonuses,
commissions and CPF contributions. Our total employee benefits expense was approximately S$2.00
million, S$2.15 million and S$2.49 million in FY2008, FY2009 and FY2010 respectively. A major part of
the employee benefits expense relating to employees working in the farm is capitalised to biological
assets, which amounted to approximately S$1.00 million, S$1.16 million and S$1.23 million in FY2008,
FY2009 and FY2010 respectively. Our net employee benefits expense in FY2008, FY2009 and FY2010
was approximately S$1.00 million, S$0.99 million and S$1.26 million, accounting for approximately
6.9%, 5.9% and 6.6% of our total revenue in FY2008, FY2009 and FY2010 respectively.

Depreciation

Depreciation refers to depreciation of our property, plant and equipment, as well as our motor vehicles.
It also includes the amortisation of the land use rights. Our total depreciation was approximately S$0.57
million, S$0.68 million and S$0.76 million in FY2008, FY2009 and FY2010 respectively. A major part of
the depreciation relating to the land, farm buildings and farm plant and equipment is capitalised to

67
 MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL POSITION

biological assets, which amounted to approximately S$0.47 million, S$0.57 million and S$0.54 million
in FY2008, FY2009 and FY2010 respectively. Accordingly, net depreciation expense was
approximately S$0.10 million, S$0.11 million and S$0.22 million, accounting for approximately 0.7% in
FY2008 and FY2009, and 1.1% in FY2010, of our total revenue respectively.

Rental expense

Rental expense mainly comprises of land rental (up to FY2008) and rent paid to house our foreign
workers in Singapore from August 2010. The land rental was capitalised as Land use rights when the
lease was renewed for 20 years in FY2007. The amortisation of the Land use rights is reported under
depreciation. Rental expense accounted for an immaterial portion of our total revenue in the period
under review.

Amortisation of biological assets

Biological assets of our Company include mature and immature chickens reared for the production of
eggs. A chicken is considered mature when it starts producing eggs at about 23 weeks old. The costs
of chickens consist of the initial purchase costs and the accumulated costs of feed, vaccine and
medicine and other indirect overhead costs incurred to breed the chickens to a mature state and to
sustain its production capacity.

As the fair value of the chickens cannot be measured reliably, they are therefore stated at cost less
accumulated amortisation and any impairment losses. The costs of chickens are subject to amortisation
when they are considered mature. They are amortised on a reducing balance method over the
estimated egg laying period of about 50 weeks and thereafter disposed of at a residual value.
Amortisation of biological assets was approximately S$7.60 million, S$9.02 million and S$9.83 million,
accounting for approximately 52.5%, 53.6% and 51.2% of our total revenue in FY2008, FY2009 and
FY2010 respectively.

Other operating expenses

Other operating expenses consist mainly of carriage charges for the delivery of our products to our
customers, advertising and promotion expense, loss on biological assets written-off, entertainment
expenses, repair and maintenance expense, water and utilities, and other miscellaneous costs
(including but not limited to insurance costs, trade fair expenses, legal and professional fees,
transportation and telecommunication expenses). Our total other operating expenses was
approximately S$2.43 million, S$3.38 million and S$2.79 million in FY2008, FY2009 and FY2010
respectively. A major part of the repair and maintenance expense, and water and utilities is capitalised
to biological assets, which amounted to approximately S$0.69 million, S$0.90 million and S$0.94
million in FY2008, FY2009 and FY2010 respectively. Net other operating expenses was approximately
S$1.74 million, S$2.48 million and S$1.85 million, representing approximately 12.0%, 14.7% and 9.6%
of our total revenue in FY2008, FY2009 and FY2010 respectively.

Finance costs

Finance costs relates mainly to interests incurred on finance leases and bank loan. Finance costs are
relatively immaterial to our Groups total revenue for the period under review.

68
 MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL POSITION

Income tax expense

Our overall effective tax rate was approximately 44.4%, 18.9% and 17.2% for FY2008, FY2009 and
FY2010 respectively. The Singapore statutory corporate tax rate was 18.0% for FY2008 and 17.0% for
both FY2009 and FY2010.

The effective tax rate for FY2008 of approximately 44.4% was significantly higher than the statutory
corporate tax of 18%, mainly due to under provision of prior year income and deferred taxes amounting
to approximately S$0.66 million or approximately 24.8% of profit before income tax and certain expense
items not deductible for tax of about S$66,000. The effective tax rate for FY2009 of approximately
18.9% and FY2010 of approximately 17.2% were higher than the statutory corporate tax rate of 17%
mainly due to expenses not deductible for tax amounting to approximately S$81,000 and S$43,000 in
FY2009 and FY2010 respectively.

Please refer to the section entitled Taxation of this Offer Document for further details.

REVIEW OF RESULTS OF OPERATIONS

For discussion purposes, we have segmented our revenue, profit before income tax, and profit before
income tax margin by business segments for the period under review.

Revenue
FY2008 FY2009 FY2010
S$000 % S$000 % S$000 %

Production and sale of Designer Eggs 13,840 95.6 15,603 92.6 17,011 88.6
and generic eggs
Production and sale of liquid eggs 609 4.2 578 3.4 651 3.4
Trading of spent grains 649 3.9 1,529 8.0
Others 23 0.2 15 0.1 16 0.1

Total 14,472 100.0 16,844(2) 100.0 19,207 100.0(1)

Profit before income tax

FY2008 FY2009 FY2010
S$000 % S$000 % S$000 %

Production and sale of Designer Eggs 2,675 97.0 2,602 95.8 3,417 94.8
and generic eggs
Production and sale of liquid eggs 64 2.3 30 1.1 43 1.2
Trading of spent grains 92 3.4 137 3.8
Others 20 0.7 (7) (0.3) 10 0.2

Sub-total 2,758(2) 100.0 2,717 100.0(1) 3,606(2) 100.0(1)

Unallocated income/(expenses) (117) (90) 83

Total 2,642(2) 2,628(2) 3,689

Notes:
(1) Figure does not add up to 100% due to rounding differences.
(2) Figure does not add up due to rounding differences.

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 MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL POSITION

Profit before income tax margin (%)

FY2008 FY2009 FY2010

Production and sale of Designer Eggs and generic eggs 19.3 16.7 20.1
Production and sale of liquid eggs 10.5 5.2 6.6
Trading of spent grains 14.2 9.0
Others 87.0 (46.7) 62.5

Total 18.3 15.6 19.2

FY2009 compared to FY2008

Revenue

Our total revenue increased by approximately S$2.37 million or approximately 16.4% from
approximately S$14.47 million in FY2008 to approximately S$16.84 million in FY2009. The increase
was largely attributable to the following:

(a) increase in revenue from the sale of Designer Eggs and generic eggs by about S$1.76 million due
to an increase in the sales volume. In late FY2007, we had started to upgrade our facilities,
increasing the capacity and improving the condition of the layer sheds, grower sheds and packing
lanes to increase productivity. The upgrading exercise continues beyond FY2010. The upgrading
activities started to increase our production capacity from late FY2008 and FY2009 saw a
significant increase in production volume. We had also carried out sales promotions and
campaigns through the local media which further created demand for our products; and

(b) we started the trading of spent grains in FY2009, leading to an increase in revenue of
approximately S$0.65 million.

Other operating income

Our other operating income increased by approximately S$0.06 million or approximately 30.0%, from
approximately S$0.20 million in FY2008 to approximately S$0.26 million in FY2009. This was largely
due to the gain of approximately S$0.06 million from the sale of fixed assets and the receipt of
approximately S$0.04 million in the form of more rebates from the Singapore government in FY2009.
These rebates were mainly from the Jobs Credit Scheme introduced by the Singapore government in
2009.

Changes in inventory

The inventories held by our Group decreased in FY2008 by approximately S$0.06 million, mainly due
to the change in the inventory level of finished products (eggs). The inventories held by our Group
increased in FY2009 by approximately S$0.14 million, largely attributed to the rise in the inventory level
of finished products (eggs) and packaging materials.

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OPERATIONS AND FINANCIAL POSITION

Purchase of materials

Total purchase of materials increased by approximately S$1.24 million or approximately 13.6%, from
approximately S$9.12 million in FY2008 to approximately S$10.36 million in FY2009. The increase was
mainly due to the increase in purchase of feed raw materials of approximately S$0.66 million as more
chickens were reared in FY2009, and purchase of spent grains of approximately S$0.56 million to
support the trading activities of spent grains in FY2009. Materials capitalised to biological assets had
also increased by approximately S$0.71 million, from approximately S$7.65 million in FY2008 to
approximately S$8.36 million in FY2009. Accordingly, net purchase of materials increased by
approximately S$0.53 million or approximately 36.1%, from approximately S$1.47 million in FY2008 to
approximately S$2.00 million in FY2009.

Employee benefits expense

Total employee benefits expense increased marginally by approximately S$0.15 million or

approximately 7.5%, from approximately S$2.00 million in FY2008 to approximately S$2.15 million in
FY2009. The increase was mainly due to payment of directors fees of S$0.12 million to the directors
of CAPL in FY2009. Employee benefits expense capitalised to biological assets increased by
approximately S$0.16 million, from approximately S$1.00 million in FY2008 to approximately S$1.16
million in FY2009. Accordingly, net employee benefits expense decreased marginally by approximately
S$0.01 million or approximately 1.0%, from approximately S$1.00 million in FY2008 to approximately
S$0.99 million in FY2009.

Depreciation

Depreciation increased by approximately S$0.11 million or approximately 19.3%, from approximately

S$0.57 million in FY2008 to approximately S$0.68 million in FY2009. This was due to the recognition
of the full year impact of fixed assets purchased in FY2008 (approximately S$0.64 million) and of fixed
assets purchased in FY2009 (approximately S$1.70 million). Fixed assets purchased in FY2008 and
FY2009 were mainly improvements to farm buildings and farm equipment. Accordingly, depreciation
capitalised to biological assets increased by approximately S$0.10 million, from approximately S$0.47
million in FY2008 to approximately S$0.57 million in FY2009. As a result, net depreciation increased
slightly by approximately S$0.01 million or approximately 10.0%, from approximately S$0.10 million in
FY2008 to approximately S$0.11 million in FY2009.

Rental expense

Rental expense of approximately S$0.02 million in FY2008 was related to the land rental under the prior
lease agreement. Upon renewal of the lease in FY2007, the amount paid by CAPL in FY2008 was
capitalised as Land use rights and amortised on a straight-line basis over a period of 20 years. The
amortisation expense is reported under depreciation expense. As such, there is no rental expense in
FY2009.

Amortisation of biological assets

Amortisation of biological assets increased by approximately S$1.42 million or approximately 18.7%,

from approximately S$7.60 million in FY2008 to approximately S$9.02 million in FY2009. The increase
was mainly due to a higher number of chickens reared in FY2009 and the increase in overheads
including employee benefits expense, depreciation, repair and maintenance expense, water and
utilities, that were capitalised to biological assets in FY2009.

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OPERATIONS AND FINANCIAL POSITION

Other operating expenses

Total other operating expenses increased by approximately S$0.95 million or approximately 39.1%
from approximately S$2.43 million in FY2008 to approximately S$3.38 million in FY2009. The increase
was mainly due to the following:

(a) increase in the loss on biological assets written-off/disposed of about S$0.54 million as we had to
cull some chicken flocks earlier than their usual production lives. The decision was made after
considering the quality of the chickens (in respect of their ability to meet the production
expectations), feed costs, and overheads to maintain them;

(b) increase in the impairment of other trade receivables of about S$0.32 million due from a related
party; and

(c) increase in repair and maintenance (mostly in relation to our farm buildings) and electricity
expenses of some S$0.22 million as we upgraded and automated the equipment in some of the
farm sheds; and

which were partially offset by the:

(d) decrease in legal and professional fees of approximately S$0.14 million mainly due to the fee of
approximately S$0.11 million incurred in FY2008 for the renewal of the land lease, which did not
recur in FY2009.

Repair and maintenance, water and utilities expenses capitalised to biological assets increased by
approximately S$0.21 million, from approximately S$0.69 million in FY2008 to approximately S$0.90
million in FY2009. Accordingly, net other operating expenses increased by approximately S$0.74
million or approximately 42.5% from approximately S$1.74 million in FY2008 to approximately S$2.48
million in FY2009.

Finance costs

Finance costs were approximately S$0.03 million for both FY2008 and FY2009. The reduction in
interest expenses due to the full settlement of the secured loan was offset by an increase in interest
expense incurred on the additional finance leases to support our upgrading activities in FY2009.

Profit before income tax

Profit before income tax decreased marginally by approximately S$0.01 million or approximately 0.4%,
from approximately S$2.64 million in FY2008 to approximately S$2.63 million in FY2009 mainly due to
higher material costs, increase in amortisation of biological assets and loss on biological assets
written-off, and impairment of other receivables, which was partially offset by the increase in revenue
and other operating income.

Income tax expense

Income tax expense decreased by approximately S$0.67 million or approximately 57.3%, from
approximately S$1.17 million in FY2008 to approximately S$0.50 million in FY2009. The reduction was
mainly due to recognition of prior year income and deferred taxes of about S$0.66 million in FY2008.

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OPERATIONS AND FINANCIAL POSITION

Profit for the year, representing total comprehensive income for the year

The marginal decrease in profit before income tax of approximately S$0.01 million and the reduction in
income tax expenses of approximately S$0.67 million in FY2009 led to an increase in profit for the year
by approximately S$0.66 million or approximately 44.9%, from approximately S$1.47 million in FY2008
to approximately S$2.13 million in FY2009.

FY2010 compared to FY2009

Revenue

Our total revenue increased by approximately S$2.37 million or approximately 14.1%, from
approximately S$16.84 million in FY2009 to approximately S$19.21 million in FY2010. The increase
was mainly attributable to the higher sales volume of our Designer Eggs and generic eggs as we
continue to upgrade the grower sheds, layer sheds and packing lanes to increase production capacity
and efficiency. In addition, we saw an increase in the trading of spent grains in FY2010 of about S$0.88
million.

Other operating income

Our other operating income increased by approximately S$0.06 million or approximately 23.1%, from
approximately S$0.26 million in FY2009 to approximately S$0.32 million in FY2010. This was mainly
due to the increase in sales of fertilizers, waste materials and scrap materials, and higher foreign
exchange gains. Furthermore, we also started to receive fees from our customers in return for providing
services (including loading, unloading and packing) to them and for the temporary use of our premises
to store the waste and recycled materials sold by CAPL to them in the last quarter of FY2010. However,
this was partially offset by a lower gain from disposal of fixed assets and lower rebates from the Jobs
Credit Scheme managed by the Singapore government in FY2010.

Changes in inventory

The inventories held by our Group increased in FY2009 by approximately S$0.14 million, mainly
attributed to the rise in the inventory level of finished products (eggs) and packaging materials. More
inventories, consisting mainly of feed raw materials, of approximately S$0.63 million were added in
FY2010. The increase in the inventories of feed raw materials was to enable us to take advantage of
the price cycle of our major materials so as to reduce our purchase cost.

Purchase of materials

Total purchase of materials increased by approximately S$1.30 million or approximately 12.5%, from
approximately S$10.36 million in FY2009 to approximately S$11.66 million in FY2010. The increase
was mainly due to the increase in purchase of feed raw materials of approximately S$0.82 million and
purchase of spent grains of approximately S$0.84 million, which was partially offset by a reduction in
purchase of packaging materials of approximately S$0.17 million and vaccine and medicine products
of approximately S$0.14 million.

Purchase of feed raw materials increased in FY2010 as we had increased our inventories of feed raw
materials by approximately S$0.66 million as we continue to build our biological assets. The increase
in the purchase of spent grains was in line with the increased sales of spent grains in FY2010. Purchase

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OPERATIONS AND FINANCIAL POSITION

of packaging materials decreased in FY2010 despite an increase in sales volume because we were
able to secure more cost effective suppliers without compromising the quality of the materials. Vaccine
and medicine cost fell in FY2010 as we replaced some of the vaccine and medicine products with other
lower cost products of either the same or higher quality.

Materials capitalised to biological assets increased marginally by approximately S$0.05 million, from
approximately S$8.36 million in FY2009 to approximately S$8.41 million in FY2010 as the increase in
feed material costs was partially offset by the reduction in the vaccine and medicine cost.

Accordingly, net purchase of materials increased by approximately S$1.25 million or approximately

62.5%, from approximately S$2.00 million in FY2009 to approximately S$3.25 million in FY2010.

Employee benefits expense

Total employee benefits expense increased by approximately S$0.34 million or approximately 15.8%,
from approximately S$2.15 million in FY2009 to approximately S$2.49 million in FY2010. This was
mainly due to an increase in directors salaries of approximately S$0.14 million that resulted from salary
adjustments given to the directors in June 2010 and higher staff salaries of approximately S$0.33
million as we increased the number of employees in the finance and packaging departments, which
was offset by the payment of directors fees of S$0.12 million in FY2009.

Employee benefits expense capitalised to biological assets increased by approximately S$0.07 million,
from approximately S$1.16 million in FY2009 to approximately S$1.23 million in FY2010. Accordingly,
net employee benefits expense increased by approximately S$0.27 million or approximately 27.3%,
from approximately S$0.99 million in FY2009 to approximately S$1.26 million in FY2010.

Depreciation

Depreciation increased by approximately S$0.08 million or approximately 11.8%, from approximately

S$0.68 million in FY2009 to approximately S$0.76 million in FY2010. This was due to the recognition
of the full year impact of fixed assets purchased in FY2009 (approximately S$1.70 million) and of fixed
assets purchased in FY2010 (approximately S$1.99 million). Fixed assets purchased in FY2009 and
FY2010 were mainly improvements to farm buildings and farm equipment. Accordingly, depreciation
capitalised to biological assets decreased by approximately S$0.03 million, from approximately S$0.57
million in FY2009 to approximately S$0.54 million in FY2010. As a result, net depreciation increased by
approximately S$0.11 million or approximately 100.0%, from approximately S$0.11 million in FY2009
to approximately S$0.22 million in FY2010.

Rental expense

Rental expense of about S$0.02 million incurred in FY2010 mainly relates to the accommodation costs
for our foreign workers which commenced from August 2010.

Amortisation of biological assets

Amortisation of biological assets increased by approximately S$0.81 million or approximately 9.0%,

from approximately S$9.02 million in FY2009 to approximately S$9.83 million in FY2010. The increase
was mainly due to a higher number of chickens reared and reduction in the residual value of spent hens
in FY2010.

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OPERATIONS AND FINANCIAL POSITION

Other operating expenses

Total other operating expenses fell by approximately S$0.59 million or approximately 17.5% from
approximately S$3.38 million in FY2009 to approximately S$2.79 million in FY2010. The decrease was
mainly due to the following:

(a) reduction in the loss on biological assets written-off/disposed of about S$0.47 million as we had
to cull some chicken flocks earlier than their usual production lives in FY2009; and

(b) decrease in the impairment of other trade receivables of about S$0.32 million as we impaired this
amount owing from a related party in FY2009; and

which were partially offset by the:

(c) increase in advertising expense of approximately S$0.11 million as we increased our marketing
and promotional activities in FY2010.

Repair and maintenance, water and utilities expenses capitalised to biological assets increased
marginally by approximately S$0.04 million, from approximately S$0.90 million in FY2009 to
approximately S$0.94 million in FY2010. Accordingly, net other operating expenses fell by
approximately S$0.63 million or approximately 25.4% from approximately S$2.48 million in FY2009 to
approximately S$1.85 million in FY2010.

Finance costs

Finance costs increased by approximately S$0.02 million, from approximately S$0.03 million in FY2009
to approximately S$0.05 million in FY2010 mainly due to increased utilization of finance leases as we
continue to upgrade our farm facilities.

Profit before income tax

Profit before income tax rose by approximately S$1.06 million or approximately 40.3% from
approximately S$2.63 million in FY2009 to approximately S$3.69 million in FY2010. The increase in
profit before income tax was in line with our revenue growth. Although material costs, employee
benefits expense, amortisation of biological assets and depreciation had increased, other expense
items including loss on biological assets written-off and impairment of trade receivables declined
significantly in FY2010.

Income tax expense

Income tax expense increased by approximately S$0.14 million or approximately 28.0%, from
approximately S$0.50 million in FY2009 to approximately S$0.64 million in FY2010, mainly due to the
increase in profit before income tax of approximately S$1.06 million in FY2010.

Profit for the year, representing total comprehensive income for the year

Profit for the year rose by approximately S$0.92 million or approximately 43.2% from approximately
S$2.13 million in FY2009 to approximately S$3.05 million in FY2010, mainly due to the increase in
profit before income tax of approximately S$1.06 million partially offset by a corresponding increase in
income tax expense of approximately S$0.14 million.

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 MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL POSITION

REVIEW OF FINANCIAL POSITION

Non-current assets

Non-current assets comprise mainly of property, plant and equipment, land use rights and biological
assets.

As at 30 September 2010, our non-current assets of approximately S$9.91 million accounted for
approximately 57.9% of our total assets and comprise mainly of the following:

(a) property, plant and equipment amounted to approximately S$4.10 million or approximately 41.4%
of our total non-current assets. We invested approximately S$1.99 million in FY2010, mainly on
farm building improvements of approximately S$0.21 million, layer cage systems of approximately
S$1.41 million, and a set of conveyor system of approximately S$0.19 million in our packaging
department;

(b) land use rights amounted to approximately S$1.72 million or approximately 17.4% of our total
non-current assets; and

(c) biological assets amounted to approximately S$4.10 million or approximately 41.2% of our total
non-current assets.

As at 30 September 2009, our non-current assets of approximately S$8.73 million accounted for
approximately 63.8% of our total assets and comprise mainly of the following:

(a) property, plant and equipment amounted to approximately S$2.77 million or approximately 31.7%
of our total non-current assets. We invested approximately S$1.70 million in FY2009, mainly on
layer cage systems of approximately S$1.30 million, farm transport and storage system of
approximately S$0.15 million, and replacement of a motor vehicle that amounted to approximately
S$0.11 million in FY2009;

(b) land use rights amounted to approximately S$1.83 million or approximately 20.9% of our total
non-current assets; and

(c) biological assets amounted to approximately S$4.13 million or approximately 47.3% of our total
non-current assets.

As at 30 September 2008, our non-current assets of approximately S$7.44 million accounted for
approximately 69.2% of our total assets and comprise mainly of the following:

(a) property, plant and equipment amounted to approximately S$1.64 million or approximately 22.1%
of our total non-current assets as we began to upgrade our layer cage system of approximately
S$0.35 million and egg conveyor system of approximately S$0.15 million in FY2008;

(b) land use rights amounted to approximately S$1.93 million or approximately 26.0% of our total
non-current assets; and

(c) biological assets amounted to approximately S$3.87 million or approximately 51.9% of our total
non-current assets.

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 MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL POSITION

Our total non-current assets increased by approximately S$1.29 million or approximately 17.3% from
approximately S$7.44 million in FY2008 to approximately S$8.73 million in FY2009. Our property, plant
and equipment increased by about S$1.13 million due to the upgrading and improvement projects in
FY2009 as described above. Land use rights fell by approximately S$0.10 million as a result of the
annual amortisation. Biological assets rose by about S$0.26 million, mainly due to the increase in the
number of chickens reared and the higher residual value of spent hens.

Our total non-current assets increased by approximately S$1.18 million or approximately 13.5% from
approximately S$8.73 million in FY2009 to approximately S$9.91 million in FY2010. Our property, plant
and equipment increased by about S$1.33 million as we continued to upgrade our cages and conveyor
systems in FY2010 as described above. Land use rights decreased by about S$0.11 million as a result
of the annual amortisation. Biological assets fell by about S$0.04 million, mainly due to a reduction in
the residual value of spent hens offset by an increase in the number of chickens reared.

Current assets

Current assets comprise mainly of trade and other receivables, inventories, and cash and bank
balances.

As at 30 September 2010, current assets amounted to approximately S$7.20 million, which accounted
for approximately 42.1% of our total assets and comprise mainly of the following:

(a) cash and bank balances comprise mainly of cash at bank and pledged fixed deposits, which
amounted to approximately S$2.41 million or approximately 33.5% of our total current assets;

(b) trade and other receivables amounted to approximately S$3.95 million or approximately 54.9% of
our total current assets. We had approximately S$2.88 million of trade debts from our customers
and we usually grant credit terms ranging from seven (7) days to 60 days to our customers. Other
receivables of approximately S$1.07 million comprise mainly of deposits of approximately S$0.62
million which was mainly for the purchase of an egg-grading machine and the upgrade of our
existing egg-grading machine, as well as prepayments of approximately S$0.32 million that were
mainly due to listing expenses of S$0.28 million paid by CAPL in FY2010. As the Company was
incorporated on 30 September 2010, these listing expenses will be billed to the Company and
allocated to the profit and loss account in FY2011; and

(c) inventories, comprising mainly of feed and feed raw materials, amounted to approximately S$0.84
million or approximately 11.7% of our total current assets. We increased our inventories of feed
raw materials to take advantage of the price cycle of our major feed raw materials so as to reduce
the material cost.

As at 30 September 2009, current assets amounted to approximately S$4.95 million, which accounted
for approximately 36.2% of our total assets and comprise mainly of the following:

(a) cash and bank balances, which comprise mainly of cash at bank and pledged fixed deposits,
amounted to approximately S$2.25 million or approximately 45.4% of our total current assets;

(b) trade and other receivables amounted to approximately S$2.50 million or approximately 50.4% of
our total current assets, which were mainly trade debt from customers of about S$2.36 million;
and

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OPERATIONS AND FINANCIAL POSITION

(c) inventories, comprising mainly of finished goods and packaging materials, amounted to
approximately S$0.20 million or approximately 4.1% of our total current assets.

As at 30 September 2008, current assets amounted to approximately S$3.31 million, which accounted
for approximately 30.8% of our total assets and comprise mainly of the following:

(a) cash and bank balances, which comprise mainly of cash at bank and pledged fixed deposits,
amounted to approximately S$0.79 million or approximately 23.8% of our total current assets;

(b) trade and other receivables amounted to approximately S$2.46 million or approximately 74.3% of
our total current assets; and

(c) inventories, comprising mainly of finished products (eggs) and feed, amounted to approximately
S$0.06 million or approximately 1.9% of our total current assets.

Our total current assets increased by approximately S$1.64 million or approximately 49.5% from
approximately S$3.31 million in FY2008 to approximately S$4.95 million in FY2009, which arose largely
as a result of the increase in our cash and bank balances of approximately S$1.46 million as we were
able to generate more cash from operations and also due to the increase in inventories of
approximately S$0.14 million.

Our total current assets increased by approximately S$2.25 million or approximately 45.5% from
approximately S$4.95 million in FY2009 to approximately S$7.20 million in FY2010, which arose largely
as a result of the increase in trade receivables of about S$0.53 million, increase in deposits for a new
egg-grading machine and upgrade of our existing egg-grading machine of about S$0.62 million, listing
expenses of approximately S$0.28 million accounted for as prepayments, and increase in inventories
of about S$0.64 million. The increase in trade receivables was largely due to a surge in sales to the
leading supermarkets and hypermarkets in the last two months of FY2010. Our credit terms to these
customers are 60 days.

Non-current liabilities

Non-current liabilities comprise of finance leases and deferred tax liabilities. As at the end of 30
September 2008, 2009 and 2010, our non-current liabilities was approximately S$0.25 million, S$0.54
million and S$0.93 million respectively, and represented approximately 7.6%, 13.3% and 20.9% of our
total liabilities respectively. Deferred tax liabilities amounted to approximately S$0.09 million, S$0.12
million and S$0.28 million as at 30 September 2008, 2009 and 2010 respectively. Finance leases were
approximately S$0.15 million, S$0.42 million and S$0.65 million as at 30 September 2008, 2009 and
2010 respectively.

The increase in non-current liabilities over the past three (3) financial years was mainly due to the
increase in finance leases as we improved and upgraded our farm facilities over the years, and also due
to the increase in deferred tax as we enjoyed accelerated capital allowances for the equipment
purchased during the period.

Current liabilities

Current liabilities comprise of trade and other payables, income tax payable, and the current portion of
finance leases and bank loan.

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 MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL POSITION

As at 30 September 2010, current liabilities amounted to approximately S$3.51 million, which

accounted for approximately 79.1% of our total liabilities and comprise mainly of the following:

(a) trade and other payables amounted to approximately S$2.28 million or approximately 65.1% of
our total current liabilities. Trade and other payables comprise mainly trade payables of
approximately S$1.57 million, accrued operating expenses (consisting mainly of customer
rebates, carriage charges, and staff bonus) of approximately S$0.62 million and goods and
services tax payable of approximately S$0.08 million. The credit terms granted by our suppliers
vary from seven (7) days to 30 days. We usually transact on a cash-on-delivery basis with our
suppliers of corn from India;

(b) income tax payable of approximately S$0.66 million or approximately 18.7% of our total current
liabilities, which comprise mainly of current year income tax payable; and

(c) current portion of finance leases amounted to approximately S$0.60 million or approximately
16.2% of our total current liabilities.

As at 30 September 2009, current liabilities amounted to approximately S$3.53 million, accounting for
approximately 86.7% of our total liabilities and comprise mainly of the following:

(a) trade and other payables amounted to approximately S$2.03 million or approximately 57.6% of
our total current liabilities. Trade and other payables comprise mainly of trade payables which
amounted to approximately S$1.09 million, accrued operating expenses (consisting mainly of
customer rebates, carriage charges and unconsumed staff leave) of approximately S$0.5 million,
and shareholder/director loans of approximately S$0.34 million;

(b) income tax payable of approximately S$1.16 million or approximately 32.9% of our total current
liabilities, which comprise of prior and current year income tax payable; and

(c) current portion of finance leases amounted to approximately S$0.33 million or approximately
9.4% of our total current liabilities.

As at 30 September 2008, current liabilities amounted to approximately S$3.02 million, accounting for
approximately 92.4% of our total liabilities and comprise mainly of the following:

(a) trade and other payables amounted to approximately S$1.89 million or approximately 62.4% of
our total current liabilities. Trade and other payables comprise mainly of trade payables of
approximately S$0.92 million, accrued operating expenses (consisting mainly of customer
rebates, carriage charges and unconsumed staff leave) of approximately S$0.40 million, and
shareholder/director loans of approximately S$0.53 million;

(b) income tax payable of approximately S$0.93 million or approximately 30.9% of our total current
liabilities, which comprise of prior and current year income tax payable; and

(c) current portion of finance leases and bank loan amounted to approximately S$0.20 million or
approximately 6.7% of our total current liabilities.

Our total current liabilities increased by approximately S$0.51 million or approximately 16.9% from
approximately S$3.02 million in FY2008 to approximately S$3.53 million in FY2009, mainly due to the
increase in trade payables of approximately S$0.17 million, increase in the current portion of our

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OPERATIONS AND FINANCIAL POSITION

finance leases of about S$0.24 million as we upgraded our farm facilities and the increase in income
tax payable of about S$0.23 million. During FY2009, we had fully settled the bank loan of approximately
S$0.11 million.

Our total current liabilities decreased by approximately S$0.02 million or approximately 0.5% from
approximately S$3.53 million in FY2009 to approximately S$3.51 million in FY2010. We paid income
tax of approximately S$0.98 million, which reduced our income tax payable position by approximately
S$0.50 million, and fully settled the shareholder/director loans of approximately S$0.34 million in
FY2010. However, our trade payables increased by about S$0.49 million in FY2010, out of which
approximately S$0.23 million was owed to our equipment supplier and will be paid from our finance
lease facility while an additional S$0.16 million was owed to our supplier of spent grains as we
increased our purchase of spent grains. Our current portion of finance leases had also increased by
approximately S$0.23 million as we continue to upgrade our farm facilities.

Capital and reserves

Our capital and reserves comprise mainly of share capital and retained earnings. As at 30 September
2008, 2009 and 2010, our capital and reserves amounted to approximately S$7.49 million, S$9.62
million and S$12.67 million respectively. The increase in our capital and reserves for the aforesaid
period under review is mainly attributed to the increase in our retained earnings. As at 30 September
2010, our retained earnings amounted to approximately S$2.67 million.

LIQUIDITY AND CAPITAL RESOURCES

We financed our growth and operations through a combination of internal and external sources of
funds. Internal sources refer to cash generated from the Companys operating activities. External
sources mainly comprise borrowings from financial institutions and credit granted by suppliers. Our
principal uses of cash have been to finance raw material purchases, capital expenditure and operating
expenses such as rental, payroll and administrative expenses.

As at the Latest Practicable Date, we had total banking facilities of approximately S$4.19 million, of
which approximately S$2.0 million was utilised. The effective interest rates of hire purchase facilities
ranged from 2.5% to 5.5% per annum. Please refer to the section entitled Capitalisation and
Indebtedness of this Offer Document for more details on our banking facilities.

Our Directors are of the reasonable opinion that, after having made due and careful enquiry and after
taking into account the cash flows generated from our operations, our banking facilities and our existing
cash and cash equivalents, the working capital available to us as at the date of lodgement of this Offer
Document is sufficient for present requirements and for at least 12 months after the listing 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 the cash flows generated from our Groups operations, our Groups banking
facilities and our Groups 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 present requirements and for at least
12 months after the listing of our Company on Catalist.

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 MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL POSITION

The following table sets out a summary of our Companys cash flow for the financial years ended 30
September 2008, 2009 and 2010.

Audited Audited Audited

(S$000) FY2008 FY2009 FY2010

Net cash from operating activities 11,402 12,517 11,579

Net cash used in investing activities (11,179) (10,528) (10,920)
Net cash used in financing activities (283) (777) (320)

Net (decrease)/increase in cash and cash equivalents (59)(1) 1,211(1) 339

Cash and cash equivalents at beginning of the year 817 759 1,970

Cash and cash equivalents at end of the year 759(1) 1,970 2,309

Note:
(1) Figure does not add up due to rounding differences.

FY2008

In FY2008, we recorded a net cash inflow from operating activities of approximately S$11.40 million.
This comprised operating cash flows before movements in working capital of approximately S$10.90
million, primarily adjusted for a net decrease in working capital of approximately S$0.65 million, and
payment of income tax of approximately S$0.15 million. The net decrease in working capital was largely
due to the following:

(a) decrease in inventories of approximately S$0.06 million; and

(b) increase in trade and other payables of approximately S$0.79 million,

which were partially offset by:

(c) increase in other receivables of approximately S$0.21 million.

Net cash outflow from investing activities amounted to approximately S$11.18 million, which was
attributable to purchases of biological assets and purchases of property, plant and equipment of
approximately S$9.34 million and S$2.47 million respectively. These were partially offset by the receipt
of proceeds from the disposal of biological assets of about S$0.63 million.

Net cash outflow from financing activities amounted to approximately S$0.28 million, due mainly to
repayments of scheduled finance leases and bank loans of approximately S$0.52 million, payment of
interest expenses of about S$0.03 million, which was partially offset by a decrease in the amount of
fixed deposits pledged as collateral for the term loan of approximately S$0.27 million.

As at 30 September 2008, our cash and cash equivalents were approximately S$0.76 million.

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 MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL POSITION

FY2009

In FY2009, we recorded a net cash inflow from operating activities of approximately S$12.52 million.
This comprised operating cash flows before movements in working capital of approximately S$13.12
million, primarily adjusted for a net increase in working capital of approximately S$0.36 million, and
payment of income tax of approximately S$0.24 million. The net increase in working capital was due
to the following:

(a) increase in trade and other receivables of approximately S$0.36 million, which was in line with the
increase in revenue; and

(b) increase in inventories of approximately S$0.14 million to support the increase in sales volume;

which were partially offset by the:

(c) increase in trade and other payables of approximately S$0.15 million.

Net cash outflow from investing activities amounted to approximately S$10.53 million, which was
attributable to purchases of biological assets and purchases of property, plant and equipment of
approximately S$10.42 million and approximately S$0.81 million respectively. These were partially
offset by the receipt of proceeds of about S$0.70 million from the disposal of biological assets and a
motor vehicle.

Net cash outflow from financing activities amounted to approximately S$0.78 million, due mainly to
repayments of scheduled finance leases and bank loans of approximately S$0.50 million, payment of
interest expenses of about S$0.03 million and an increase in the amount of fixed deposits pledged of
approximately S$0.25 million.

As at 30 September 2009, our cash and cash equivalents were approximately S$1.97 million.

FY2010

In FY2010, we recorded a net cash inflow from operating activities of approximately S$11.58 million.
This comprised operating cash flows before movements in working capital of approximately S$14.41
million, primarily adjusted for a net increase in working capital of approximately S$1.85 million, and
payment of income tax of approximately S$0.98 million. The net increase in working capital was due
to the following:

(a) increase in trade and other receivables of approximately S$1.47 million, mainly due to an increase
in trade receivables of approximately S$0.54 million and other receivables of approximately
S$0.93 million. The increase in trade receivables was largely due to a surge in sales to the leading
supermarkets and hypermarkets in the last two months of FY2010. The increase in other
receivables was mainly due to deposits of approximately S$0.62 million placed with a supplier for
the purchase of an egg-grading machine and upgrade of our existing egg-grading machine; and

(b) increase in inventories of approximately S$0.63 million as we took advantage of the price cycle
of our major feed raw materials to reduce material cost;

which were partially offset by the:

(c) increase in trade and other payables of approximately S$0.25 million.

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 MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL POSITION

Net cash outflow from investing activities amounted to approximately S$10.92 million, which was
attributable to purchases of biological assets and purchases of property, plant and equipment of
approximately S$10.58 million and S$1.08 million respectively. These were partially offset by the
receipt of proceeds of about S$0.73 million from the disposal of biological assets.

Net cash outflow from financing activities amounted to approximately S$0.32 million, primarily due to
repayments of scheduled finance leases of approximately S$0.45 million and payment of interest
expenses of about S$0.05 million, which were partially offset by a decrease in the amount of fixed
deposits pledged of approximately S$0.18 million.

As at 30 September 2010, our cash and cash equivalents were approximately S$2.31 million.

SEASONALITY

We generally do not experience any significant seasonality patterns in our operations and business
although we usually experience an increase in sales before major festive seasons such as Chinese
New Year, Hari Raya Puasa and Christmas. We generally experience a slowdown in sales for a short
period of time after these festive seasons.

INFLATION

Our financial performance for the period under review was not materially affected by inflation.

CAPITAL EXPENDITURES AND DIVESTMENTS

The capital expenditures and divestments made by our Company in the last three (3) financial years
ended 30 September 2008, 2009 and 2010 and for the period from 1 October 2010 up to the Latest
Practicable Date were as follows:

Capital Expenditures
From 1 October
2010 up to the
Latest Practicable
FY2008 FY2009 FY2010 Date
(S$000) (S$000) (S$000) (S$000)

Farm buildings 52 57 209 37

Plant, machinery and equipment 581 1,531 1,735 995
Office equipment and motor vehicles 2 114 47 42

Total 635 1,702 1,991 1,074

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 MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL POSITION

Divestments

From 1 October
2010 up to the
Latest Practicable
FY2008 FY2009 FY2010 Date
(S$000) (S$000) (S$000) (S$000)

Farm buildings
Plant, machinery and equipment 1 27
Office equipment and motor vehicles 15 234

Total 16 234 27

The above capital expenditures were financed by finance leases and internally generated funds. The
capital expenditures financed by finance leases for FY2008, FY2009 and FY2010 were approximately
S$0.27 million, S$0.89 million and S$0.91 million respectively. A major portion of the capital
expenditures in plant, machinery and equipment relates to the upgrading of the cage system in the
grower and layer sheds. We purchased our second egg-grader machine in November 2010.

The divestment in FY2009 relates to the sale of a motor vehicle.

FOREIGN EXCHANGE MANAGEMENT

Accounting Treatment of Foreign Currencies

Our Groups reporting currency is in S$. Our Hong Kong subsidiary, CFIL, maintains its books and
records in Hong Kong dollars.

Transactions in foreign currencies during the year will be recorded in their respective functional
currencies using exchange rates approximating those prevailing at the respective transaction dates.
Foreign currency monetary assets and liabilities at the balance sheet date will be translated into their
respective functional currencies at exchange rates approximating those prevailing at that date. All
resultant exchange differences will be dealt with through the income statements.

In the preparation of the combined financial statements of our Group, the financial statements of our
Hong Kong subsidiary, CFIL, are translated to S$ at the rates of exchange prevailing at the end of the
reporting period except share capital and reserves which are translated at historical exchange rates
and income and expense items which are translated at the average exchange rates for the year.
Exchange differences arising on translation are accounted for as translation reserves in the
shareholders equity.

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 MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL POSITION

Foreign Exchange Exposure

The proportions of our revenue and purchases denominated in S$ and foreign currencies were as
follows:
FY2008 FY2009 FY2010
Percentage of revenue denominated in (%) (%) (%)

S$ 100.0 100.0 100.0

100.0 100.0 100.0

FY2008 FY2009 FY2010

Percentage of purchases denominated in (%) (%) (%)

US$ 0.7 0.5 1.6

RM 0.6 2.2 3.5
S$ 98.7 97.3 94.9

100.0 100.0 100.0

FY2008 FY2009 FY2010

Percentage of expenses denominated in (%) (%) (%)

S$ 100.0 100.0 100.0

100.0 100.0 100.0

To the extent that our revenue, purchases and expenses are not naturally matched in the same
currency and to the extent that there are timing differences between invoicing and collection/payment,
we will be exposed to adverse fluctuations of the various currencies against the S$, which will adversely
affect our earnings.

Our net foreign exchange exposure for FY2008, FY2009 and FY2010 was as follows:

FY2008 FY2009 FY2010

Net foreign exchange gain/(loss) in S$ (13,085) 16,045 61,449

As a percentage of revenue (%) (0.1) 0.1 0.3
As a percentage of profit before income tax (%) (0.5) 0.6 1.7

We currently do not have a formal hedging policy although we may, subject to the approval of our
Board, enter into relevant transactions when necessary, to hedge our exposure to foreign currency
fluctuations. We will also put in place, where necessary, procedures to hedge our exposure to foreign
currency fluctuations. Such procedures will be reviewed and approved by our Audit Committee and our
Board.

SIGNIFICANT CHANGES IN ACCOUNTING POLICIES

The accounting policies have been consistently applied by our Group during the period under review,
except for the changes in accounting policies and related notes as discussed in the Independent
Auditors Report and the Combined Financial Statements for the Years Ended 30 September 2008,
2009, 2010 as set out in Appendix A of this Offer Document.

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 GENERAL INFORMATION ON OUR COMPANY AND OUR GROUP

HISTORY

The beginning of our Groups history can be traced back to 1975 when Chews Poultry Farm was
established by the late Mr Chew See Quee (father of our Executive Chairman) and Messrs Chew See
Lian (father of our Managing Director), Chew Suu Hai and Chew Chu Hoo, who are brothers (the
Original Founders). At that time, Chews Poultry Farm operated a breeder farm in Choa Chu Kang,
Singapore, selling day-old chicks to broiler and layer farms in Singapore, Malaysia and Brunei.

In 1987, having identified the potential for growth in the poultry farming industry, the Original Founders
established CAPL. Over a period of five (5) years, CAPL gradually switched its focus to layer farming
for higher profits. It was also with this establishment that our Managing Director, Mr Chew Eng Hoe, his
siblings and cousins joined our Group. CAPL operated from our current location at 20 Murai Farmway,
Singapore 709153, and took over the farming and distribution of eggs from Chews Poultry Farm.

When CAPL first commenced the layer farming business, it mainly sold eggs to egg wholesalers.
Around 1997/1998, CAPL commenced the supply of brown shell eggs to a few NTUC supermarkets.
With the success in the production of white shell eggs, CAPL supplied white shell eggs under our own
Chews brand-name to all NTUC supermarkets island-wide as well as other supermarket chains such
as Cold Storage by the year 2000. In 2000, we also commenced the supply of black chicken eggs and
kampong chicken eggs. To-date, we are the only Singapore farm which supplies white shell eggs, black
chicken eggs and kampong chicken eggs. NTUC and the Dairy Farm Group, which operate
supermarkets such as Cold Storage and Shop N Save, hypermarkets such as Giant Hypermarket, as
well as convenience stores such as 7-Eleven, continue to be our major customers.

As a testament to the quality of our products, CAPL became a member of the Singapore Quality Eggs
Scheme (SQES) in January 1999. The SQES is a voluntary scheme under the AVA whereby AVA
monitors and carries out relevant tests on our breeders, layers, feed, eggs and infrastructure to ensure
the quality of our eggs.

Our strategy for success has been to specialise in formulating feed that enhances the chickens ability
to consistently produce premium grade Designer Eggs that contain specific value-added nutrients.
These Designer Eggs have a higher nutritional value when compared to the normal eggs. Through
successful research and development, we launched three (3) Designer Eggs, namely Omega-3 Fresh
Eggs, Omega-6 Fresh Eggs and Beta-Carotene Fresh Eggs, into the market in 2001. Our Organic
Selenium Fresh Eggs were launched in November 2002. We continued to diversify our range of
Designer Eggs and by 2005, all our eggs contained extra Vitamin E. In 2007, we adopted a Japanese
lactobacillus fermentation technology and the Sakura Fresh Eggs were launched in June 2007. Our
business co-operation with AP Nutripharm Pte Ltd also resulted in the successful development and
launch of the Cordyceps Fresh Eggs in November 2007.

To expand our capacity as well as to improve the quality of our eggs through better control over
environmental conditions, we are in the midst of upgrading our farm buildings and equipment
comprising 22 caged layer sheds, 19 barn raised layer sheds and eight (8) grower sheds. In February
2008, we commenced the first phase of the upgrading project with the upgrading of 11 layer sheds and
one (1) grower shed and the acquisition of a new egg grader which was completed in November 2010.
The second phase commenced in July 2010 and the entire upgrading project is expected to be
completed before the beginning of 2013.

In September 2008, our Group established the liquid eggs processing and pasteurisation plant and
began to supply liquid eggs to industrial customers in the food and beverage industry.

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 GENERAL INFORMATION ON OUR COMPANY AND OUR GROUP

As a testament to our Groups continual commitment to deliver high quality, wholesome and safe
egg-products for consumers, CAPL was awarded the Healthier Choice logo by the Singapore Health
Promotion Board in 2001 and was also the first layer farm in Singapore to be awarded the accreditation
of ISO 9001:2000 and HACCP certification in 2003. Subsequently, in 2009, CAPL was certified ISO
9001:2008 under the new ISO criteria. Our eggs have also been accredited with the Halal certification
by MUIS since 2008.

In August 2010, we commenced the sale of Sakura kampong chickens as part of our business
expansion.

To-date, our Group produces more than 120,000,000 eggs per annum for distribution to egg
wholesalers, food and beverage outlets, leading supermarkets and hypermarkets in Singapore.

To rationalise our Group structure in connection with the Placement, we undertook the Restructuring
Exercise whereby our Company became the holding company of our Group. Please refer to the section
entitled Restructuring Exercise of this Offer Document for further details.

OUR SUBSIDIARIES

The details of our subsidiaries are as follow:

Date and Place of Principal Business Activities/ % Ownership Interest

Company Incorporation Principal Place of Business held by our Company

CAPL 12 October 1987/ Production and selling of eggs and 100%

Singapore trading of spent grains/Singapore
CFIL * 6 May 2010/ Trading of eggs/Hong Kong 90%
Hong Kong
* The remaining 10% shareholdings in the issued and paid-up share capital of CFIL is held by Ms Li Ka Fung, an unrelated
third party.

Save as disclosed above, our Group does not have any subsidiaries or associated companies.

Our subsidiaries are not listed on any stock exchange.

BUSINESS OVERVIEW

We are one of the leading producers of fresh eggs in Singapore, specialising in the production and sale
of Designer Eggs, which contain specific value-added nutrients. We are also engaged in the production
and sale of liquid eggs as well as the trading of spent grains. Over the years, we have built a strong
presence and brand-name in developing high quality, wholesome and safe eggs for consumers in
Singapore.

We operate a layer farm located in Singapore at 20 Murai Farmway, Singapore 709153, which occupies
a land area of 201,545.6 sq m and has a total built-in area of approximately 72,100 sq m.

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 GENERAL INFORMATION ON OUR COMPANY AND OUR GROUP

Our Business Segments

Our three (3) main business segments are as follows:

(a) production and sale of Designer Eggs and generic eggs;

(b) production and sale of liquid eggs; and

(c) trading of spent grains.

Our eggs are marketed under our Chews brand-name. We also produce eggs which are packaged
and labelled under third party brand-names such as The Pasar, First Choice and Freedom Range Eggs.

In August 2010, we commenced the sale of Sakura kampong chickens as part of our business
expansion.

(a) Production and Sale of Designer Eggs and Generic Eggs

Our principal business activity is the production and sale of Designer Eggs and generic eggs
under our Chews brand-name. We operate a layer farm which currently has approximately
490,000 layers producing approximately 340,000 eggs per day.

Our eggs are mainly sold and distributed to egg wholesalers, food and beverage outlets, leading
supermarkets and hypermarkets in Singapore. Our layer farm operation is certified with ISO
9001:2008 in respect of its food safety management system. Revenue from the sale of eggs
constituted approximately 95.6%, 92.6% and 88.6% of our total revenue in FY2008, FY2009 and
FY2010 respectively.

Our Group first set up our own feed mill in 2000 to enable our Group to have better control over
feed formulation, as we strongly believe that the feed is a key factor in ensuring optimum
productivity in layer farming. The nutritional content of the feed will have an influence on the health
and nutritional level of the layers, the effects of which would flow down to the number and quality
of eggs produced. Healthy layers will lay more eggs that are of better quality with higher nutritional
content. Feed formulation involves the combination of various ingredients and feed additives such
as corn, soybean meal, spent grains, vitamins, minerals and antioxidants, in the optimum
proportion. As a result of the setting up of our own feed mill and the ability to produce feed based
on our own formulation, we have seen an overall increase in the productivity of our farm as well
as the reduction in mortality rate among our layers.

Further, in attempting to break out of the low margin business of generic eggs, our Group had
taken our application of feed formulation a step further by producing feed specifically for the
production of our Designer Eggs in 2001. The nutritional content of such feed is substantially
higher than that of normal feed, resulting in the production of eggs with higher nutritional value.
For this reason, our Designer Eggs, like other premium eggs, command a premium in the market
compared to generic eggs.

Designer Eggs are eggs which contain specific value-added nutrients that meet the nutritional
guidelines set by the Singapore Health Promotion Board as Healthier Choice products and are
also approved by the AVA. Our Designer Eggs, which contain additional Vitamin E, have total fat
content of less than 10% and feature a 30% lower cholesterol level as compared to the usual 426
mg per 100 grams of edible egg.

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 GENERAL INFORMATION ON OUR COMPANY AND OUR GROUP

In addition to the control of the feed formulation, we have also commenced the upgrading of all
our Closed-housed System layer and grower sheds. The upgrading exercise involves the
improvement of the current Closed-housed System to one with greater biosecurity, better built-in
ventilation with cooling pads and stricter entrance control as well as bigger capacity for the layer
and grower sheds. The Closed-housed System allows for easy maintenance of a more hygienic
environment, whilst ensuring that the layers are isolated from other animals such as rodents and
wild birds which may be predators or disease carriers. The feed and water given to the layers are
less likely to be contaminated by pollution and viruses as a result. Our Group also ensures that
all production areas are fenced while featuring shower systems for decontamination, and there is
restricted movement of personnel within our layer farm.

Improvements in technology, such as the use of multi-tier layer technology in both closed and
open houses have enabled the development of greater efficiencies in the processing and
packaging of eggs. Multi-tier layer houses are equipped with automatic chain feeders, nipple
drinkers, egg collection and egg counting systems, feed weighing, water meters and manure belt
systems. Such measures are instrumental in maintaining the high level of biosecurity in our
Groups layer farm. The Closed-housed System is fully automated which results in labour cost
savings.

As at the Latest Practicable Date, the main Designer Eggs and generic eggs that are produced,
marketed and distributed by our Group are shown in the table below.

Product Category Product Description

Designer Eggs Cordyceps Fresh Eggs Eggs containing cordycepin, a key component in
cordyceps sinensis. Every 100 grams of the
Cordyceps Fresh Eggs may contain 76 g of
cordycepin.

Organic Selenium Fresh Eggs Eggs containing selenium, an essential trace

element that works as a component of enzymes
involved in antioxidant protection and thyroid
hormone metabolism.

Beta-Carotene Fresh Eggs Eggs containing beta-carotene, more commonly

known as pro-Vitamin A. The human body
converts beta-carotene into Vitamin A. As an
antioxidant, beta-carotene may offer protection
against free radicals that cause cell damage.
Lack of Vitamin A has been associated with
increased susceptibility to infectious diseases,
night blindness and loss of sight.

Lower Cholesterol Brown Brown shell eggs with lower cholesterol.

Shell Extra Large Eggs,
Lower Cholesterol Brown
Shell Fresh Eggs and Corn
and Soya Fresh Eggs

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 GENERAL INFORMATION ON OUR COMPANY AND OUR GROUP
Product Category Product
Omega-3 Fresh Eggs
Omega-6 Fresh Eggs
Sakura Fresh Eggs and Extra
Large Sakura Fresh Eggs
Zeaxanthin Eggs
Zeaxanthin Plus Eggs
Generic eggs Normal eggs
Black chicken eggs and
kampong chicken eggs
We have entered into the following long term supply agreements in respect of two (2) of our feed
raw materials:
(i) a five (5) year exclusive agreement with AP Nutripharm Pte Ltd commencing on 18 June
2007 for the purchase of cordyceps sinensis powder for the production of our Cordyceps
Fresh Eggs; and
90
Description
Eggs containing Omega-3 fatty acids, which are
good fats, inclusive of a-linolenic acid, EPA
and DHA, which are essential for the human
body. Omega-3 fatty acids have been found to
reduce blood LDL and triglycerides.
Eggs containing Omega-6 fatty acids such as
linoleic acids, which are essential fatty acids for
the human body. Omega-6 fatty acids, which
help to maintain the membrane structure of
cells, are needed by the human body for general
growth and development.
Eggs produced by layers fed with Japanese
lactobacillus fermented feed, and which have
value-added advantages of dense egg white
with lower lipids as well as lower cholesterol
levels in yolks.
Eggs containing zeaxanthin and lutein which act
as antioxidants protecting the photoreceptor
cells of the human eye.
Eggs containing a combination of the specific
nutrients in Omega-6 and Zeaxanthin eggs,
namely linoleic acid, zeaxanthin, lutein and
Vitamin E.
Grade:
AA 70 grams and above
A 65 grams to 69 grams
B 60 grams to 64 grams
C 55 grams to 59 grams
D 50 grams to 54 grams
E 45 grams to 49 grams
F 40 grams to 44 grams
Eggs from black chickens and kampong
chickens, which are believed to be high in
nutrition.
 GENERAL INFORMATION ON OUR COMPANY AND OUR GROUP

(ii) a sales agreement with HCH (S) Pte Ltd for the supply of New a-lacto for the production of
our Sakura Fresh Eggs and Extra Large Sakura Fresh Eggs. Please refer to the section
entitled General Information on Our Company and Our Group Intellectual Property of
this Offer Document for further details.

We do not enter into long term supply contracts with our customers. Most orders are processed
through the use of purchase orders. However, we do enter into terms and conditions of sales with
our customers, which may be renewed on a periodic basis, depending on the customers. The
usual terms and conditions of sales include credit terms and delivery schedules.

(b) Production and Sale of Liquid Eggs

Our Group produces pure liquid eggs with no additional ingredients via a pasteurisation process
in a sanitised environment. We supply liquid eggs to our industrial customers in the food and
beverage industry. Revenue from the sale of liquid eggs constituted approximately 4.2%, 3.4%
and 3.4% of our total revenue in FY2008, FY2009 and FY2010 respectively.

(c) Trading of Spent Grains

We commenced the purchase of spent grains from Bee Joo in FY2009. The purchase is via a
tender process in which the quantity of spent grains is dictated by Bee Joo. Accordingly, if we are
awarded the contract, we would have to purchase the particular quantity of spent grains sold by
Bee Joo. Any spent grains not used by our own feed mill will be sold. Accordingly, we started to
sell spent grains in FY2009. Revenue from the sale of spent grains constituted approximately
3.9% and 8.0% of our total revenue in FY2009 and FY2010 respectively.

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 GENERAL INFORMATION ON OUR COMPANY AND OUR GROUP

BUSINESS PROCESS

A diagrammatical depiction of the typical business process for our layer farm is set out below:

Purchase of raw materials Purchase of parent stock

for feed processing

Breeding phase

Hatching phase

In-house feed
processing

Growing phase

Laying phase Collection and disposal of

spent hens

Central grading Liquid egg

and packing processing room
station

Eggs for Liquid eggs for

Trading of spent grains Waste disposal
sale and distribution sale and distribution

(i) Purchase of parent stock

The business process for our layer farm commences with the purchase of parent stock which
must conform to the specific requirements set by the AVA. Furthermore, the suppliers farm must
be AVA-accredited, and be free from any outbreak of avian influenza and certain diseases for the
last six (6) months prior to the purchase of the parent stock. The parent stock refers to day-old
chicks imported from the Netherlands. We ensure that all our farm sheds are in a good and
sanitised condition before the arrival of each batch of parent stock.

(ii) Purchase of raw materials for feed processing

We operate our own in-house feed mill to process and formulate our own feed for our breeders
and layers. Our in-house feed mill is semi-automated which allows us to process our feed based
on the different formulations required at different stages of our layer farm operations. We
purchase our raw materials, such as corn and soybean meal, for feed production from feed
importers and/or local suppliers according to our required specifications. In addition, we also
procure by-products, such as spent grains, from food manufacturers in Singapore to be processed
and added to our feed formulation.

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 GENERAL INFORMATION ON OUR COMPANY AND OUR GROUP

(iii) Breeding phase

The parent stock is grown for breeding purposes whereby the resulting offspring of the parent
stock is then reared as layers. In accordance with the AVAs requirements, blood tests are also
conducted on each breeder during the 14th and 16th weeks of its lifespan to ensure that it is
healthy and free from salmonella pullorum. The parent stock is allowed to mate upon sexual
maturity and the eggs that are collected at this breeding stage are then sent to the hatchery.

(iv) Hatching phase

At the hatchery, the eggs go through a process whereby they are fumigated, stored and incubated
at various stages. At the end of approximately 21 days, most of the eggs will hatch and healthy
female chicks will be vaccinated.

(v) Growing phase

Female chicks which have gone through the first round of vaccination are sent to grower sheds
where they are raised in a temperature-controlled Closed-housed System with built-in ventilation
and automatic feeding system up to the 18th week of their lifespans. During this period, the pullets
are given various courses of vaccination.

(vi) Laying phase

Between the 16th and 18th week of the pullets lifespans, they are transferred to the layer sheds
for the laying process until they are approximately 72 weeks old. During the laying period, each
layer has an average production capability of approximately 300 eggs.

(vii) Central grading and packing station

The eggs from the layer sheds are transferred to our central grading and packing station on
automated conveyer belts. Our quality control staff will segregate eggs with defects that cannot
be sold. Broken or cracked eggs and eggs with dirty egg shells will be discarded whereas eggs
with shells which are uneven and light coloured or of slightly irregular shape are sent to our liquid
egg processing room for processing into liquid eggs.

After the visual inspection, we use an automated grading and weighing machine to segregate the
eggs according to their weight. Each egg is then imprinted with our brand-name and batch number
code for tracing purposes. Prior to packing, our quality control staff will perform a final visual
inspection of all the eggs.

The eggs are then packed by our automated packaging machine or packaging staff into egg trays
and design packs, labelled and sealed in accordance with our in-house specifications and expiry
dates. The packed eggs are delivered to our customers within 24 hours.

(viii) Liquid egg processing room

Eggs which have uneven and light coloured egg shells or are of slightly irregular shape are sent
to the liquid egg processing room. The eggs are first checked for impurities, air flushed and then
washed to remove foreign particles, if any.

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Each batch of eggs is deshelled before being homogenized and pasteurised in the liquid egg
processing room, which is a sanitised area. The pasteurised liquid egg is then packed using an
auto-fill packer with ultraviolet-sterilisation, labelled and chilled in our chiller. Our Group uses
chiller trucks to deliver the packets of chilled liquid eggs to our industrial customers in the food and
beverage industry.

(ix) Collection and disposal of spent hens

Hens which are over 72 weeks old are sent to trading houses which will onsell to third party
slaughter houses.

(x) Waste disposal

We recycle our waste materials as part of our efforts to be environmentally friendly. For example,
we have yearly contracts with IUT Singapore Pte Ltd, a food waste recycling company in the
biogas industry, for the disposal of dead chickens and egg shells.

We have also on 27 April 2009, entered into a two (2) year memorandum of understanding with
Biomax Technologies Pte Ltd (Biomax) for the rapid composting of chicken droppings to
produce organic fertilisers. The bacteria and enzymes as well as machinery for the composting
process are provided by Biomax and are located at our farm. The organic fertiliser produced will
be sold by Biomax, and profits after deducting production and marketing costs will be shared
equally by Biomax and our Group.

PRODUCTION FACILITIES

Our layer farm is located at 20 Murai Farmway, Singapore 709153, and occupies a land area of
201,545.6 sq m. As at the Latest Practicable Date, we have 22 caged layer sheds, 19 barn raised layer
sheds and eight (8) grower sheds which house approximately 650,000 chickens. Our production
facilities also include a central grading and packing station that comprises two (2) egg graders with a
total of 15 packing lanes and also a liquid egg processing room.

PRODUCTION CAPACITIES AND UTILISATION RATES

The following table illustrates the maximum rearing capacity at any one time, actual rearing capacity or
utilisation rate of our grower and layer sheds as at 30 September 2008, 2009 and 2010:

30 September 2008 30 September 2009 30 September 2010

Utilisation Utilisation Utilisation
Capacity Rate Capacity Rate Capacity Rate
(000) (%) (000) (%) (000) (%)

Grower sheds 158 88.7 158 79.7 193 54.5

Layer sheds 500 77.0 568 80.5 619 79.1

We have approximately 140,000 chickens, 126,000 chickens and 105,000 chickens in our grower
sheds as at 30 September 2008, 2009 and 2010 respectively. The reduction in the number of chickens
at the end of the period under review is due to some chicken flocks being transferred to the layer sheds
upon their maturity and these sheds were in the process of being cleansed before the next flock of
chickens is reared. On average, we have approximately 120,000 chickens in our grower sheds in
FY2010.

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We have approximately 385,000 chickens, 458,000 chickens and 490,000 chickens in our layer sheds
as at 30 September 2008, 2009 and 2010 respectively. The decrease in the utilisation rate over the
period under review is a result of our upgrading projects, increasing our rearing capacity from
approximately 500,000 chickens in FY2008 to approximately 568,000 chickens in FY2009 to
approximately 619,000 chickens in FY2010. On average, we have approximately 482,000 chickens in
our layer sheds in FY2010.

Our actual egg output for FY2008, FY2009 and FY2010 was approximately 96 million eggs, 106 million
eggs and 121 million eggs respectively.

QUALITY MANAGEMENT

The poultry industry in Singapore is highly regulated and our operations are subject to the stringent
requirements for food safety set by the AVA. The AVA constantly monitors the development of the
poultry industry in Singapore and the region, and their officers periodically perform surveillance in our
premises to ensure that our operations strictly adhere to their requirements and guidelines.

In line with the governments policy, we place great emphasis on the safety and quality of our products
to ensure that they are hygienic, safe and fresh for our end consumers. Disease prevention is of utmost
importance in our layer farm. To-date, we have not breached any laws or government regulations or
been ordered by any government authority or body to pay any fines with respect to our layer farm
operations or to close down any part of our operations. There has been no mass outbreak of diseases
amongst our chickens in our layer farm. We believe that our continuous effort in ensuring the safety and
quality of our products is one of the key factors that has contributed to our growth and success.

We implement strict quality control measures at every stage of our layer farm operations. Some of our
quality control measures include:

purchases of parent stock must conform to the specific requirements set by the AVA and the
suppliers farm must be AVA-accredited, and be free from any outbreak of avian influenza and
certain diseases for the last six (6) months prior to purchase;

implementation of the Closed-housed System, an enclosed system with high biosecurity, built-in
ventilation and strict entrance control which allows for the easy maintenance of a more hygienic
environment, whilst ensuring that the layers are isolated from other animals such as rodents and
wild birds which may be predators or disease carriers. The feed and water given to the layers are
also less likely to be contaminated by pollution and viruses;

regular vaccination of our chickens in accordance with our in-house vaccination schedule for
disease control;

blood tests conducted on all our breeders in the 14th week and 16th week of their lifespans to
ensure that they are healthy and free from salmonella pullorum;

own in-house feed mill which processes and formulates our own feed for our breeders and layers
based on the different formulation required at different stages of our layer farm operations. We
ensure that our feed is of optimum quality by purchasing feed raw materials from feed importers
and/or local suppliers according to our required specifications;

quality checks on all eggs at our central grading and packing station to segregate eggs with
defects;

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disinfection of vehicles and people entering our layer farm;

restriction of access to personnel essential to the farm operations only; and

prohibition of animals such as rodents and wild birds, foreign poultry or foreign poultry products
(including meat and eggs) from entering our premises.

For the production of liquid eggs, it is crucial that the liquid eggs are properly pasteurised. The quality
control process starts with ensuring that the eggs used in producing liquid eggs meet our internal
requirements of quality and product safety by way of physical examination and the eggs are used when
they are at their freshest, usually within three (3) days of being laid. Pasteurised liquid eggs are properly
packed in a sanitised environment and refrigerated at below four (4) degrees celsius. Sampling tests
of the liquid eggs are conducted in-house as well as by the AVA.

As a testament to our Groups continual commitment to deliver high quality, wholesome and safe eggs
for consumers, CAPL was awarded the Healthier Choice logo by the Singapore Health Promotion
Board in 2001 and was also the first layer farm in Singapore to be awarded the accreditation of ISO
9001:2000 and HACCP certification in 2003. Subsequently in 2009, CAPL was certified ISO 9001:2008
under the new ISO criteria. Our eggs have also been accredited with the Halal certification by MUIS
since 2008.

OUR MAJOR CUSTOMERS

Our customers are based in Singapore. In respect of the sale and distribution of our eggs, our
customers include egg wholesalers, food and beverage outlets, leading supermarkets and
hypermarkets.

As at the Latest Practicable Date, we have more than 90 corporate customers including NTUC and the
Dairy Farm Group.

The following customers individually accounted for 5% or more of our Groups total revenue for each
of FY2008, FY2009 and FY2010 as illustrated below:

As a percentage of our total revenue (%)

Customer FY2008 FY2009 FY2010

NTUC 28.0 28.0 25.4

(1)
Dairy Farm Group 12.2 10.7 10.3
Havi Logistics (S) Pte Ltd 9.3 7.7 8.3
Trendy Egg Distributor 1.8 4.6 6.1
Deksen Enterprise Pte Ltd 3.9 7.8

Note:
(1) The Dairy Farm Group operates supermarkets such as Cold Storage and Shop N Save, hypermarkets such as Giant
Hypermarket, as well as convenience stores such as 7-Eleven.

Save as disclosed above, none of our customers accounted for 5% or more of our Groups total
revenue for each of FY2008, FY2009 and FY2010.

For the period under review, the value of purchases for each of the above customers has grown
continuously. The fluctuations in percentages are a result of the change in our total revenue which

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includes the sale of spent grains. Sales were recorded with Deksen Enterprise Pte Ltd from FY2009
because it is our customer for spent grains. We commenced the trading of spent grains in FY2009.

We do not have any long term agreements or arrangements with any of our major customers.

As at the date of this Offer Document, our Directors are of the view that we are not materially dependent
on any one of our major customers listed above.

To the best of our Directors knowledge, as at the Latest Practicable Date, we are not aware of any
information or arrangement which would lead to a cessation or termination of our relationships with any
of our current major customers.

None of our Directors, Substantial Shareholders or any of their Associates is related or has any interest,
direct or indirect, in any of the above major customers. To the best of our knowledge and belief, there
are no arrangements or understanding with any customer pursuant to which any of our Directors and
Executive Officers was appointed.

OUR MAJOR SUPPLIERS

Our suppliers are selected based on criteria such as the quality of materials supplied, business
relationship with our Group, as well as their reputation, pricing, reliability, track record, service,
punctuality and response time. The suppliers accounting for 5% or more of our total purchases for each
of FY2008, FY2009 and FY2010 are provided below:

As a percentage of our total purchases (%)

Supplier Materials supplied FY2008* FY2009* FY2010

Ghee Huat Co., Pte Ltd Corn 17.5 13.0 8.0

Koyyah Sons Pte Ltd Corn 16.9 5.0 13.0
Deksen Enterprise Pte Ltd Corn 2.8 11.4 6.4
Soon Soon Oilmills Sdn Bhd Soybean meal 18.0 15.8 8.0
PGEO Edible Oils Sdn. Bhd. Soybean meal 2.7 8.4
Danzen Enterprise Feed materials 11.3 5.4 5.0
CYT International Pte Ltd Feed materials 3.6 3.1 5.1
Bee Joo Industries Pte Ltd Spent grains 3.0 9.9
* Figures include purchases made through our related party, Chews Poultry Farm.

Save as disclosed above, none of our suppliers accounted for 5% or more of our Groups total
purchases for each of FY2008, FY2009 and FY2010.

The year-to-year fluctuations in our purchases from our suppliers, other than Bee Joo, were mainly due
to our requirements such as cost, quality, availability and delivery schedules of the raw materials. For
example, the purchase of corn would depend mainly on the harvest pattern of each geographical
territory and our purchase is therefore dependent on such pattern. Ghee Huat Co., Pte Ltd, Koyyah
Sons Pte Ltd and Deksen Enterprise Pte Ltd are our suppliers of corn. Ghee Huat Co., Pte Ltd supplies
corn from India and Myanmar. Koyyah Sons Pte Ltds supply of corn is from India while Deksen
Enterprise Pte Ltd supplies corn from India, Myanmar and Argentina.

There has been no disruption in the supply of raw materials to our Group to-date. We commenced the
purchase of spent grains from Bee Joo in FY2009 via a tender process. The quantity of spent grains

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purchased is dependent on the quantity dictated by Bee Joo. For example, our revenue from the trading
of spent grains increased in FY2010 primarily due to the increase in the supply of spent grains dictated
by Bee Joo during FY2010.

We do not have any long term agreements or arrangements with any of our major suppliers as this
would provide us with the flexibility to evaluate and select alternative suppliers who may be able to
provide better quality raw materials at competitive prices.

As at the date of this Offer Document, our Directors are of the view that we are not materially dependent
on any one of our major suppliers listed above.

To the best of our Directors knowledge, as at the Latest Practicable Date, we are not aware of any
information or arrangement which would lead to a cessation or termination of our relationships with any
of our current major suppliers.

None of our Directors, Substantial Shareholders or any of their Associates is related or has any interest,
direct or indirect, in any of the above major suppliers. To the best of our knowledge and belief, there are
no arrangements or understanding with any supplier pursuant to which any of our Directors and
Executive Officers was appointed.

CREDIT POLICY

Credit Terms Offered to Our Customers

We transact on a cash-on-delivery basis for some of our distributors or walk-in customers. For our
customers that we grant credit to, our credit terms range from seven (7) to 60 days, depending on the
customers creditworthiness and the length of our business relationship with them. Longer credit terms
are usually granted to leading supermarkets and hypermarkets. We believe that our credit policy and
terms are generally in line with industry practice. We have not encountered any material defaults by our
customers that had significantly affected our financial performance for FY2008, FY2009 and FY2010.

Our Managing Director, Mr Chew Eng Hoe, and our Chief Financial Officer, Ms Tay Bee Gek Dorriz,
together with our finance team manage and administer the credit policies, as well as monitor collection
of payments for our Group on a regular basis. If a customer fails to make payment within the credit term
granted, our sales personnel will contact the customer to follow up on the overdue debt. On a
case-by-case basis and upon the request of customers, we may allow our regular customers to extend
the tenure of the granted credit term as part of a goodwill gesture to maintain our long term business
relationship. Such extension will be subject to the approval by our Managing Director, Mr Chew Eng
Hoe. If we are still unable to collect payment, we may commence legal proceedings to recover the debt.
At the end of each month, our Managing Director and Chief Financial Officer will review all outstanding
debts. Based on the results of such review, we will make specific allowance for doubtful debts in
accordance with the Singapore Financial Reporting Standards for all outstanding trade debts. We will
write-off a debt upon identifying that it is unrecoverable and after obtaining approval from our Managing
Director and our Chief Financial Officer if the amount is S$25,000 and below. For amounts above
S$25,000, approval for the write-off will have to be obtained from the Board of Directors.

For the period under review, save for the amount of S$317,000 owed by Chews Poultry Farm to CAPL
in FY2009 which was written-off in FY2010, we have not experienced any significant specific provision
for doubtful trade debts or bad debts written-off.

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As at the end of FY2010, our trade receivables amounted to approximately S$2.88 million. As at the
Latest Practicable Date, we have collected approximately S$2.68 million or approximately 93.0% of the
said trade receivables.

Our average trade receivables turnover days for FY2008, FY2009 and FY2010 were as follows:

FY2008 FY2009 FY2010

Average trade receivables turnover days(1) 67 60 62

Note:
(1) For FY2008, FY2009 and FY2010, the average trade receivables turnover days is calculated on the basis of average trade
receivables (net of allowance for doubtful debts, if any) divided by revenue (less cash sales) multiplied by 365 days.

Average trade receivables turnover days decreased from 67 days in FY2008 to 60 days in FY2009 as
we commenced the trading of spent grains in FY2009 for which we were paid between seven (7) to 15
days. Average trade receivables turnover days increased from 60 days in FY2009 to 62 days in
FY2010 as there was a surge in sales to the leading supermarkets and hypermarkets in the last two (2)
months of FY2010. Our credit terms to these customers are 60 days.

Credit Terms Granted by Our Suppliers

The credit terms granted by our suppliers vary from seven (7) to 30 days except for our suppliers of corn
from India which we usually transact on a cash-on-delivery basis. Credit terms granted by our suppliers
vary depending on the different jurisdictions in which they are located.

Our average trade payables turnover days for FY2008, FY2009 and FY2010 were as follows:

FY2008 FY2009 FY2010

Average trade payables turnover days(1) 25 36 44

Note:
(1) For FY2008, FY2009 and FY2010, the average trade payables turnover days is calculated on the basis of average trade
payables divided by cost of sales (includes costs relating to biological assets which have been capitalised) multiplied by 365
days.

Average trade payables turnover days increased from 25 days in FY2008 to 36 days in FY2009 as we
started to purchase directly from the suppliers instead of through Chews Poultry Farm. These suppliers
granted us longer credit terms as compared to Chews Poultry Farm. Average trade payables turnover
days increased from 36 days in FY2009 to 44 days in FY2010 as we increased our purchases of spent
grains for which we are given credit terms as compared to other major feed raw materials such as corn
whereby payment is in advance. In addition, the increase was a result of an outstanding amount
payable to our equipment supplier under a finance lease.

INVENTORY MANAGEMENT

Our inventory comprises mainly eggs, processed feed, raw materials for the formulation of feed, and
packaging materials.

Eggs are usually delivered to our customers within 24 hours of production. As eggs are perishable, we
do not store our eggs.

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At our layer farm, we have a warehouse to store an average of one (1) months supply of raw materials
for the formulation of our feed as well as the processed feed and packaging materials. Our vaccines are
stored in a refrigerator while our packets of liquid eggs are stored in a chiller in the liquid egg processing
room.

We undertake prudent measures for the storage of our inventory to ensure that they are properly
recorded and stored. Our inventory of feed raw materials is stored and arranged according to their
specification, product type and date of delivery.

We adopt a first-in-first-out policy for our inventory of raw materials for the formulation of feed and
packaging materials whereby inventory which arrives first is the first to be utilised. Our staff monitor the
incoming and outgoing inventory and we also keep physical inventory records to keep track of our
inventory levels. We also conduct weekly and monthly stock-takes and inspections of our inventory.

For the last three (3) financial years and up to the Latest Practicable Date, we have not experienced
any major case of pilferage, loss of inventory or damaged inventory.

In the last three (3) financial years, we have not made any provisions for stock obsolescence or stock
write-off.

Our inventory turnover days for FY2008, FY2009 and FY2010 were as follows:

FY2008 FY2009 FY2010

Inventory turnover days(1) 4 5 17

Note:
(1) For FY2008, FY2009 and FY2010, inventory turnover days is calculated on the basis of average inventory divided by cost
of sales (includes costs relating to biological assets which have been capitalised) multiplied by 365 days.

Inventory turnover days increased from five (5) days in FY2009 to 17 days in FY2010 as we increased
our inventory of feed raw materials to take advantage of the price cycle of these feed raw materials in
order to reduce our purchase cost.

SALES AND MARKETING

Our Groups overall sales and marketing activities are spearheaded by our Managing Director, Mr
Chew Eng Hoe, who is supported by our Sales and Marketing Manager, Mr Tan Swee Teck, and our
Sales Manager, Mr Chew Chu Hoo. As at the Latest Practicable Date, our sales and marketing
department comprised nine (9) employees who are responsible for, inter alia, securing orders for our
products as well as maintaining and cultivating relationships with our existing customers.

We have placed and will continue to place emphasis on our brand management. Since the
establishment of our Chews brand-name, we have focused on establishing and enhancing our brand
to achieve market recognition for our products as quality products. To complement our brand and
product strategy, we use various marketing strategies to target consumer markets and raise brand
awareness. As a strong testament to the popularity and market recognition of our Chews
brand-name, we have received several awards and accolades, details of which can be found in the
section entitled General Information on our Company and our Group Awards and Certifications of
this Offer Document.

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Our sales and marketing department is responsible for planning and executing our marketing
strategies. We undertake the following key marketing activities:

(a) Trade fairs and exhibitions

We are a member of the Singapore Food Manufacturers Association and participate in their
biannual trade fairs. This increases the awareness of our brand and our market presence.

(b) Advertising and promotions

To reach out to our target retail customers, we adopt media advertising on television (including
mobile tv) and radio.

(c) Product launches, promotions and events

At the various points-of-sale of our products which include supermarkets and hypermarkets, we
would organise promotional events such as lucky draws or product launches. We have also
sponsored certain television programs to create awareness of our brand and products.

Our sales and marketing expenses amounted to approximately S$310,000, S$285,000 and S$425,000
for FY2008, FY2009 and FY2010 respectively.

INSURANCE

We currently maintain fire insurance policies for all of our assets and equipment. Our Group also has
workmens compensation, group hospitalisation and surgical insurance, burglary insurance, insurance
against losses as a result of avian influenza and maintains product liability insurance for third party
claims in respect of bodily injury and property damage caused by the nature, condition or quality of our
products. We also maintain public liability insurance which covers us for death or accidental bodily
death to third parties or accidental loss or damage to third parties property in connection with our
business and operations in Singapore.

As at the Latest Practicable Date, having considered the risk levels and the cost of procuring insurance
for certain risks associated with our business, our Directors believe that we have taken up sufficient
insurance coverage in line with industry practice and we will conduct annual reviews of such coverage
of our Group and will consider taking up additional insurance if necessary.

INTELLECTUAL PROPERTY

Our brand-name distinguishes our products from those of our competitors and increases consumers
awareness of our products. As at the Latest Practicable Date, our Group owns the following trademark:

Registered Place of Trademark Validity

Trademark Owner Registration Class no. period

CAPL Singapore 29(1) T0621884C Ten (10) years

commencing
from
16 October
2006
Note:
(1) Refers to meat, fish, poultry and game; meat extracts; preserved, dried and cooked fruits and vegetables; jellies, jams;
compotes; eggs, milk and milk products; edible oils and fats.

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In addition, our Group has filed trademark registration for the following series of trademarks:

Country of
Trademark Registration Class Application date Status

A. Hong Kong 29(1) 20 October 2010 Pending

B.

C.

Note:
(1) Refers to meat, fish, poultry and game; meat extracts; preserved, frozen dried and cooked fruits and vegetables; jellies,
jams; compotes; eggs, milk and milk products; edible oils and fats.

No patents have been registered by our Group.

To the best of our Directors knowledge and belief, our Company is not aware of any third party that is
currently using a trademark similar to the foregoing trademarks in the country in which such trademark
is registered or for which registration has been applied.

Trademark Licence Agreement with the Singapore Health Promotion Board

Our subsidiary, CAPL, has entered into a trademark licence agreement (the HPB Agreement) with
the Singapore Health Promotion Board on 1 September 2010 for the use of the Healthier Choice logo,
a trademark registered in Singapore (the Trademark). The said licence is for a period of two (2) years
commencing from 1 September 2010.

Pursuant to the HPB Agreement, in consideration of CAPLs covenants stated therein, the Singapore
Health Promotion Board granted CAPL a non-exclusive and non-transferable licence to use the
Trademark on some of its products.

In the event that such non-exclusive right to use the Trademark is revoked or terminated for any reason
whatsoever, our Directors believe that there will be no material adverse impact on our operations.

Licence Granted by HCH (S) Pte Ltd (HCH)

Our subsidiary, CAPL, has entered into a sales agreement (the Sales Agreement) with HCH on 18
May 2009 whereby HCH agreed to supply New a-lacto to CAPL for the production of our Sakura Fresh
Eggs and Extra Large Sakura Fresh Eggs (the Lacto Eggs). Pursuant to the Sales Agreement, HCH
also granted CAPL the licence (the Sakura Licence) to use its Sakura brand. In consideration of the
grant of the Sakura Licence, CAPL will pay a royalty fee of S$0.05 for every ten (10) Lacto Eggs sold.
The Sakura Licence is for a period of two (2) years from 30 June 2009 to 30 June 2011, with an option
to renew for another two (2) years.

The Directors have confirmed that in the event the Sales Agreement is not renewed for any unforeseen
reason, CAPL will still be able to purchase New a-lacto from alternative suppliers for it to continue
producing eggs produced by layers fed with Japanese lactobacillus fermented feed, which have
value-added advantages of dense egg white with lower lipids as well as lower cholesterol levels in

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yolks. Although our Company will not be able to use the Sakura brand in its packaging, our Directors
are of the view that using an alternative branding that incorporates the Chews brand-name will be
equally, if not more, recognized and valued by consumers. Overall, our Directors believe that there will
be no material adverse impact on the Companys operations in the event the Sales Agreement is not
renewed, or terminated, for any unforeseen reason.

Save as disclosed above, our Group does not own or use any trademark, patent or other intellectual
property which is material to our business or profitability.

PERMITS, APPROVALS AND GOVERNMENT REGULATIONS

Save as disclosed below, to the best of our Directors knowledge, our Group has obtained all necessary
permits, approvals and licences required for our business and operations. As at the Latest Practicable
Date, except as disclosed herein and in the section entitled Risk Factors of this Offer Document, our
business and operations are not subject to any special legislation or regulatory controls which have a
material impact on our business operations other than those generally applicable to companies and
businesses operating in Singapore.

The following are the permits, approvals, licenses and certificates that are essential for the business
operations of our Group:

Permits, approvals, Administrative

licences and certificates body Issued to Date of Expiry

Licence for Farm AVA CAPL 31 December 2011

Licence to Operate a Food Establishment AVA CAPL 30 April 2011
Licence for the Import, Manufacture, AVA CAPL 31 December 2011
Processing or Sale of Animal Feed
Licence to Vaccinate or Innoculate Animals AVA Tan Chee Nam 30 June 2011
or Birds with Veterinary Biologics (CAPL)
Peck Ah Tee *
(CAPL)
* Mr Peck Ah Tee is the head of our vaccination team.

As at the Latest Practicable Date, none of the aforesaid permits, approvals, licences and certificates
have been suspended, revoked or cancelled and to the best of our Directors knowledge and belief, we
are not aware of any facts or circumstances which would cause such permits, approvals, licences and
certificates to be suspended, revoked or cancelled, as the case may be, or any applications for, or
renewal of, any of these permits, approvals, licences and certificates to be rejected by the relevant
authorities. Save as disclosed above and in the Risk Factors section of this Offer Document, there are
no other government regulations that have a material impact on our business operations.

Animals and Birds Act (Chapter 7) of Singapore (the ABA)

The ABA regulates, inter alia, the introduction into, and spreading within Singapore of diseases of
animals, birds or fish as well as operations of farms in Singapore. The ABA is administered by the AVA.

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(a) Licence for Farm Animal and Birds (Licensing of Farms) Rules (the ABR)

Land and premises used for the keeping, rearing, breeding or boarding of animals or birds for
commercial purposes are required to be licensed under the ABR.

An application for a farm licence is made to the Director-General, Agri-Food and Veterinary
Services (the Director-General), who will issue the farm licence to the applicant on being
satisfied that the premises is suitable for use as a farm. The farm licence is usually valid for a
period of one (1) year and may be renewed on payment of the prescribed fees.

Our subsidiary, CAPL, first obtained the farm licence in 1989 and the expiry date for our current
farm licence is 31 December 2011.

(b) Licence to Vaccinate or Innoculate Animals or Birds with Veterinary Biologics

Under section 53 of the ABA, no person other than an authorised officer shall treat, vaccinate or
innoculate any animal or bird unless a licence has been issued by the Director-General.

Two (2) employees of our Group, Messrs Tan Chee Nam and Peck Ah Tee are licenced to carry
out vaccination or innoculation of our chickens.

Feeding Stuffs Act (Chapter 105) of Singapore (the FSA) and Feeding Stuffs (Licensing,
Analysis and Fees) Rules (the FSR)

The FSA regulates the import, manufacture, process for sale or sale of feed and is administered by the
AVA. Under the FSA and the FSR, no person may import, manufacture, process for sale or sell animal
feed without a licence issued by the Director-General. The licence is usually issued for a period of one
(1) year or three (3) years.

The Licence for the Import, Manufacture, Processing or Sale of Animal Feed that we hold enables us
to manufacture, import, process for sale or sell any animal feed subject to the following conditions:

(a) any manufactured feed shall be labelled to indicate its contents as specified in the FSR;

(b) each label so used shall also contain the following:

(i) the date of manufacture of the animal feed;

(ii) the name and address of the manufacturer; and

(iii) the species of livestock for which the animal feed is intended; and

(c) any other conditions stipulated by the AVA in writing.

Sale of Food Act (Chapter 283) of Singapore (the SOFA) and Sale of Food (Food
Establishments) Regulations (the SOFR)

The SOFA regulates the wholesomeness, purity and standard of food, and seeks to prevent the sale
or other disposition of food that is unfit for human consumption or contains prohibited substances. The
SOFR regulates, inter alia, the storage, packaging, transport and preparation of food. The SOFA is
administered by the AVA.

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The Licence to Operate a Food Establishment that we hold allows us to use our farm premises for the
pasteurization process of our liquid eggs.

Employment of Foreign Manpower Act (Chapter 91A) of Singapore (the EFMA)

The employment of foreign workers in Singapore is governed by the EFMA and regulated by the Work
Pass Division in the Ministry of Manpower. Under Section 5(1) of the EFMA, no person shall employ a
foreign worker unless he has obtained in respect of the foreign worker a valid work pass, which allows
the foreign worker to work for him. The governments policies and regulations on the immigration and
employment of foreign workers in Singapore are set out in, inter alia, the EFMA and relevant
Government Gazettes.

The employment of foreign workers is also subject to the payment of levies which is regulated by the
EFMA and the Employment of Foreign Manpower (Levy) Order 2010. The amount of foreign worker
levy payable by our Group on each foreign worker (skilled and unskilled) ranges from S$160 to S$450
per month.

An employer of foreign workers is also subject to, inter alia, the provisions set out in the Employment
Act (Chapter 91) of Singapore and the Immigration Act (Chapter 133) of Singapore.

Work Injury Compensation Act (Chapter 354) of Singapore (the WICA)

The WICA came into force on 1 April 2008 replacing the Workmens Compensation Act. WICA applies
to all workplace injuries that happen on and after 1 April 2008; for accidents that occurred before 1 April
2008, the Workmens Compensation Act will continue to apply.

Employees who sustain injuries or who contract occupational diseases arising out of their work, or the
estates of employees who die in a work-related accident, are entitled to claim work injury
compensation. The WICA covers all employees engaged under a contract of service or apprenticeship,
regardless of their salary. There is also a fixed formula in the WICA on the amount of compensation to
be awarded, and capped so that the financial liability on the employer is limited.

Workplace Safety and Health Act (Chapter 354A) of Singapore (WSHA)

Under the WSHA, every employer has the duty to take, so far as is reasonably practicable, such
measures as are necessary to ensure the safety and health of his employees at work. These measures
include providing and maintaining for the employees a work environment which is safe, without risk to
health, and adequate as regards to facilities and arrangements for their welfare at work, ensuring that
adequate safety measures are taken in respect of any machinery, equipment, plant, article or process
used by the employees, ensuring that the employees are not exposed to hazards arising out of the
arrangement, disposal, manipulation, organization, processing, storage, transport, working or use of
implementing procedures for dealing with emergencies that may arise while those persons are at work
and ensuring that the person at work has adequate instruction, information, training and supervision as
is necessary for that person to perform his work. More specific duties imposed by the Ministry of
Manpower on employers are laid out in the Workplace Safety and Health (General Provisions)
Regulations. Some of these duties include taking effective measures to protect persons at work from
the harmful effects of any exposure to any bio-hazardous material which may constitute a risk to their
health.

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In addition to the above, under the WSHA, inspectors appointed by the Commissioner for Workplace
Safety and Health (CWSH) may, inter alia, enter, inspect and examine any workplace and any
machinery, equipment, plant, installation or article at any workplace, to make such examination and
inquire as may be necessary to ascertain whether the provisions of the WSHA are complied with, to
take samples of any material or substance found in a workplace or being discharged from any
workplace for the purpose of analysis or test, to assess the levels of noise, illumination, heat or harmful
or hazardous substances in any workplace and the exposure levels of persons at work therein and to
take into custody any article in the workplace which is required for the purpose of an investigation or
inquiry under the WSHA.

Under the WSHA, the CWSH may serve a remedial order or a stop-work order in respect of a workplace
if he is satisfied that (i) the workplace is in such condition, or is so located, or any part of the machinery,
equipment, plant or article in the workplace is so used, that any process or work carried on in the
workplace cannot be carried on with due regard to the safety, health and welfare of persons at work;
(ii) any person has contravened any duty imposed by the WSHA; or (iii) any person has done any act,
or has refrained from doing any act which, in the opinion of the CWSH, poses or is likely to pose a risk
to the safety, health and welfare of the persons at work, whilst the stop-work order shall direct the
person served with the order to immediately cease to carry on any work indefinitely or until such
measures as are required by the CWSH have been taken to remedy any danger so as to enable the
work in the workplace to be carried on with due regard to the safety, health and welfare of the persons
at work.

Environmental Protection and Management Act (Chapter 94A) of Singapore (EPMA)

The EPMA seeks to control the levels of pollution in Singapore by regulating the activities of various
industries and regulates, inter alia, air pollution, water pollution, land pollution and noise control. The
EMPA prohibits, inter alia, (i) the use or burning of any or any class of combustible material, fuel burning
equipment or industrial plant within such area as prescribed by the National Environment Agency, (ii)
the discharge of any trade effluent, oil, chemical, sewage or other polluting matters into any drain or
land without a requisite licence and (iii) the discharge of any hazardous substances into inland waters.

Under the provisions of the EMPA, we are subject to periodic inspections by the National Environment
Agency to ensure that the proper measures of pollution control in relation to water and air pollution are
duly complied with.

Besides having to obtain all necessary permits, approvals and licences required for our business and
operations, our Group is required to ensure prompt payment of CPF contributions. To the best of our
Directors knowledge, our Group has not breached any regulations on the payment of CPF
contributions.

RESEARCH AND DEVELOPMENT

Research and development activities are essential for our layer farming business as they allow us to
enjoy continual growth and market share expansion, increase the competitiveness of our eggs, as well
as to reduce our costs of production. Our research and development activities are led by our Managing
Director, Mr Chew Eng Hoe, and our General Manager, Production, Mr Tan Chee Nam.

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Our research and development initiatives can be divided into several categories as follows:

(i) Improvement in feed formulation

The main research and development efforts are geared towards improving the productivity of the
layers and the quality of the eggs produced. Feed formulation plays a vital role as the nutritional
content of the feed will have a bearing on the health and nutritional level of the layers, the effects
of which would in turn influence the number and quality of eggs produced.

Accordingly, we set up our own feed mill to have better control over the feed formulation. We
constantly explore different feed formulae to enhance the productivity of the layers and the quality
of the eggs produced.

Further, in attempting to break out of the low margin business of generic eggs, our Group had
taken our application of feed formulation a step further by producing feed specifically for the
production of our Designer Eggs. The nutritional content of such feed, which first began in 2001,
is substantially higher than that of normal feed, resulting in the production of eggs with higher
nutritional value. For this reason, our Designer Eggs, like other premium eggs, command a
premium in the market compared to generic eggs. All of our existing Designer Eggs meet the
nutritional guidelines set by the Singapore Health Promotion Board as Healthier Choice products
and are also approved by the AVA. Newly developed Designer Eggs will be sent to third party
laboratories for trials and further analysis. All of our eggs will also be submitted to the Singapore
Health Promotion Board and the AVA for approval before marketing.

(ii) Quality control and management

Our Group continuously conducts research to ensure that the necessary standards of product
quality are maintained. Research and development in quality control involves an integrated
system to monitor, assess and report on the performance and/or quality of the various stages of
an existing production process. Should the results prove unsatisfactory, efforts will then be
undertaken to rectify the situation. It was research and development in this respect that led to the
identification of the weaknesses inherent in the earlier rearing techniques adopted by our Group
and the subsequent implementation of the Closed-housed System to reduce the mortality rate of
the chickens, as well as to improve productivity through the creation of a safer and more hygienic
environment for the layers.

(iii) Process improvement and development

Our process improvement and development efforts centre on the design and/or customisation of
our production facilities from time-to-time so as to suit the requirements of our Group and to
achieve optimum production and quality. The efforts can be oriented towards increasing the
utilisation of existing capital equipment assets, which are retrofit designs.

For example, our Group utilises process improvement and development to determine the
optimum design of our farm sheds, including the design and specifications of the machinery
within, such as the ventilation system to suit a particular farm shed design. This is done each time
we construct a new farm shed.

Our research and development expenses were insignificant as compared to our total operating costs
for FY2008, FY2009 and FY2010.

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STAFF TRAINING

We recognise staff training as a critical part of our quality assurance commitment to our customers. Our
staff undergo both internal and external training programmes.

Internal training programmes include:

(a) orientation training for new employees to educate them on company policies and basic skills and
knowledge that are relevant to their respective job functions;

(b) production skills and other operational training for our production and other operational staff to
equip them with the relevant production skills and knowledge necessary for their respective job
functions; and

(c) occupational safety training to educate our production and other operational staff on occupational
safety at our production facilities and to train them on safety precautions which they are expected
to adopt in the course of their work.

External training involves training on programmes for which we are accredited, such as HACCP and
Halal certification.

The amount of expenses in relation to staff training for FY2008, FY2009 and FY2010 was not significant
since most of the training was conducted in-house and comprise mainly on-the-job training
programmes.

COMPETITION

We compete directly with other distributors of fresh eggs in Singapore, which include local layer farm
companies and layer farms in Malaysia that export their eggs to Singapore.

To the best of our Directors knowledge, we are one (1) of the only three (3) layer farms currently
producing fresh eggs in Singapore. The other two (2) layer farm companies are Seng Choon Farm Pte
Ltd and N & N Agriculture Pte Ltd. We also face strong competition from layer farms in Malaysia as our
Directors believe that the majority of the chicken eggs imported into Singapore (which is approximately
77% of chicken eggs currently consumed in Singapore) are supplied by Malaysian layer farms.

We believe that the barriers to entry for the production of fresh chicken eggs are high as it is a
knowledge-based industry whereby many years of experience are required to acquire the relevant skills
to be successful. Furthermore, a long period of time is usually required for a layer farm to begin the
commercial production of eggs and to achieve maximum production efficiency with an approximate
lead time of two (2) years and four (4) years respectively. We believe that the principal competitive
factors in our industry include price, service and product quality.

To the best of our Directors knowledge, there are no published statistics that can be used to accurately
measure the market share of our business in Singapore.

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COMPETITIVE STRENGTHS

Our Directors believe that our competitive strengths are as follows:

(a) We have a strong track record and established brand-name in the industry

Over the last ten (10) years, we have established a strong track record and reputation for our wide
range of Designer Eggs and generic eggs sold under our Chews brand-name. Our Group places
high priority in building good rapport and long term strategic relationships with our customers by
making prompt deliveries and providing competitively-priced high-quality products and services to
them. As at the Latest Practicable Date, we have more than 90 corporate customers including
NTUC and the Dairy Farm Group. Our Group has continuously endeavoured to produce high
quality eggs and this has led us to successfully achieve a broad customer base. Our eggs are
usually delivered to our customers within 24 hours of production so as to ensure their freshness.

As a testament to our strong track record and established brand-name, our Company was
awarded the Healthier Choice logo by the Singapore Health Promotion Board in 2001 and was
also the first layer farm in Singapore to be awarded the accreditation of ISO 9001:2000 and
HACCP certification in 2003. Subsequently in 2009, we were also certified ISO 9001:2008 under
the new ISO criteria. Our eggs have also been accredited with the Halal certification by MUIS
since 2008.

(b) We have the widest range of premium eggs in Singapore

We believe that we are one of the leading producers of fresh eggs which contain specific
value-added nutrients in Singapore. Over the years, we have constantly explored different feed
formulations to produce eggs of higher nutritional value to meet the needs of increasingly health
conscious consumers. Through our in-house efforts, we have continually launched new Designer
Eggs over the last ten (10) years. Please refer to the section entitled General Information on our
Company and our Group Business Overview for details of our Designer Eggs.

Our wide range of Designer Eggs meet the nutritional guidelines set by the Singapore Health
Promotion Board as Healthier Choice products and are also approved by the AVA. Our Designer
Eggs, which contain additional Vitamin E, have total fat content of less than 10% and feature 30%
lower cholesterol level as compared to the usual 426 mg per 100 grams of edible egg.

(c) We utilise a highly automated and integrated processing system and constantly keep
abreast of new technology

We are receptive to the adoption of new high technology machinery and equipment and have
continued to emphasise the automation of production by investing substantially in new machinery
and equipment. We also utilise new technology to increase our production efficiency and
capability while minimising the labour requirements at the same time. For our layer farm
operation, we have commenced the upgrading of our farm buildings and equipment comprising 22
caged layer sheds, 19 barn raised layer sheds and eight (8) grower sheds in February 2008. We
are also increasing the capacity of our central grading and packing station. The upgrading project
is expected to be completed before the beginning of 2013.

Our production facilities such as our feed mill processors and liquid egg processing room are all
automated. The use of a highly automated process also ensures the consistency and high quality
of our products. As such, we are able to compete effectively with our competitors.

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(d) We are less susceptible to pricing or margin pressures and we are not materially
dependent on any single customer

We are less susceptible to pricing or margin pressures because we produce our own Designer
Eggs under our Chews brand-name and we have reduced the dependency on egg wholesalers
for our fresh eggs through our diversification strategy of selling directly to our customers such as
the supermarkets and hypermarkets. In addition, with a well diversified customer base that
comprises of egg wholesalers, food and beverage outlets, leading supermarkets and
hypermarkets, we are therefore not materially dependent on any single customer which leads to
greater stability in the demand for our products and/or services.

(e) We continually seek to innovate and increase the variety of our products

Over the years, we have continually developed a wide range of products to meet the needs of
increasingly health conscious consumers. Our Designer Eggs were first launched in 2001.
To-date, the number of Designer Eggs has increased from the original three (3) to nine (9) main
categories. Please refer to the section entitled General Information on our Company and our
Group Business Overview for details on our different types of Designer Eggs and generic
eggs. As part of our efforts to innovate and increase the variety of our products, we have, in
September 2008, established our liquid egg processing room and began to supply liquid eggs to
our industrial customers in the food and beverage industry. Our wide product range enables us to
target different market segments which provide a platform to capture greater market share by
catering to the needs of different consumer types, thereby reducing our dependency on any
individual product.

(f) We have obtained the Halal certification by MUIS for our eggs

Since 2008, we have been certified by MUIS as having met the requirements for Halal fresh eggs.
This provides us with a competitive advantage in the Muslim community.

PROPERTIES AND FIXED ASSETS

The following table sets out all the properties leased by our Group as at the Latest Practicable Date.

Tenant/ Approximate Description

Lessee Location Land Area Tenure Rental of Use Lessor

CAPL 20 Murai 201,545.6 sq m 20 years S$2,100,000 Poultry The

Farmway commencing for the entire farming President of
Singapore from tenure the Republic
709153, 16 February of Singapore
Lots 863P and 2007
864T MK 12
CAPL 1B Murai Three (3) 1 August S$6,300 per Dormitory QIB
Farmway rooms 2010 to month Facilities
Singapore 31 July 2011 Management
709155 Pte Ltd

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We have Land use rights of approximately S$1.69 million and fixed assets consisting of farm
buildings, plant, machinery and equipment, office equipment and motor vehicles which have a net book
value of approximately S$4.98 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.

AWARDS AND CERTIFICATIONS

Our Groups commitment to excellence is recognised by the following key awards and accolades
received by our Group:

Year first awarded/

Award/Certificate Awarded by Date of expiry

ISO 9001:2008 Guardian Independent 2008*

Certification Ltd (expiry 16 November
2012)
HACCP Guardian Independent 2008*
Certification Ltd (expiry 16 November
2012)
Healthier Food Declaration Singapore Health 2002
Promotion Board
Halal Certificate MUIS 2008
(expiry 31 August 2011)
Flu Pandemic Business Continuity Programme Singapore Business 2010
Federation
(Apex Business Chamber)
SQES AVA 1999
(expiry 31 March 2011)
2011 Singapore Brand Award Singapore Evergreen Intl 2011
Edu Group Pte Ltd **
* Our Group was first awarded the accreditation of ISO 9001:2000 and HACCP certification by European Quality Assurance
Limited in 2003.
** Awardees are selected by this company on a private basis based on its own criteria. Its publication, Super Brand Singapore,
was published on 26 January 2011.

INDUSTRY OVERVIEW

Eggs play an important role in the daily diet of consumers as they provide an essential source of
nutrition. Other than being a good source of high quality protein, eggs also provide important nutrients
and minerals such as iron, vitamins and phosphorus. On the whole, eggs provide a well-balanced and
inexpensive source of nutrients for persons of all ages. Given its modest cost, ease of preparation,
popular taste appeal and low caloric value, our Directors believe that there are no readily available
substitute products for eggs in their role as a staple food.1

1
Source: Egg marketing (A guide for the production and sale of eggs), 2003, FAO Agricultural Services Bulletin.

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In Singapore, about four (4) million eggs are consumed on average each day, of which about 920,000
eggs (about 23% of the daily egg consumption) are supplied by local farms, with the remainder being
largely made up of imports from Malaysia.2 About a third of the eggs are consumed by households on
a daily basis with the balance supplied to industrial customers in the food and beverage outlets. As
shown in the chart below, the consumption of eggs on a per capita basis has been relatively stable over
the past decade, ranging from approximately 268 pieces to approximately 308 pieces per annum. Per
capita consumption of eggs recorded a sharp fall in 2004 due to the avian influenza pandemic, but had
recovered over the subsequent years, recording a CAGR of approximately 3.88% during the period
from 2004 to 2009. This illustrates that health safety concerns over diseases such as avian influenza
tend to subside over a short span of time; with Singapore consumers regaining confidence and
resuming their consumption of eggs soon after the outbreak. It is noted that the consumption of eggs
remained relatively constant from 2008 to 2009 when the Singapore economy was adversely affected
by the global financial crisis.

Per Capita Consumption of Eggs

350 15%

300 10%
250
5%
200
0%
150
-5%
100

50 -10%

0 -15%
1997 1998 1999 2000 2001 2002 2003 2004* 2005 2006 2007 2008 2009

Eggs (in pieces) Year on year % growth

* There was a sharp decrease in per capita consumption of table eggs primarily due to the avian influenza pandemic.
Source: Extract of statistics available from the websites of AVA and Singapore Department of Statistics.

As at the Latest Practicable Date, and to the best of our Directors knowledge, there are three (3) layer
farms in Singapore. The number of eggs supplied by the local farms has shown modest growth,
registering a CAGR of approximately 1.55% during the period from 1999 to 2009.3

The liquid eggs produced by the Singapore layer farms are mainly supplied to industrial customers in
the food and beverage industry which will use these liquid eggs in the production of other food products.
Besides our Company, there are currently two (2) other companies which produce liquid eggs in
Singapore.

To the best of our Directors knowledge, the three (3) local layer farm companies are our Company,
Seng Choon Farm Pte Ltd and N & N Agriculture Pte Ltd. As at the Latest Practicable Date, our
Company has a daily production volume of approximately 340,000 eggs. Therefore, our Directors
believe that our market share in the local egg industry is approximately 8%. Please refer to the section

2
Source: News release titled Suspension of sale of eggs from N & N Agriculture Farm issued by AVA on 17 July 2010.
3
Source: AVA FY2008/09 Annual Report.

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 GENERAL INFORMATION ON OUR COMPANY AND OUR GROUP

entitled General Information on our Company and our Group Competition of this Offer Document
for details. With respect to Designer Eggs, we believe that we have the largest product offering in the
Singapore market.

PROSPECTS

The consumption of eggs in Singapore is to a large extent driven by the growth of the local population
as well as tourist arrivals. As at the end of 2009, the total population of Singapore which comprised of
both Singapore residents and non-residents, amounted to approximately five (5) million. This
represented an increase of approximately 960,000 or approximately 24% over the past decade.4 It is
expected that the total population in Singapore will continue to increase in future, primarily driven by the
continued influx of foreign immigrants. Visitor arrivals in Singapore, on the other hand, rose by
approximately 15.9% year-on-year in December 2010 to reach 1,127,000 visitors; marking the 13th
consecutive month of record visitor arrivals.5 This brings the total number of visitors for the year 2010
to 11,638,663, representing an approximate 20.2% year-on-year increase5. With the development of
the Marina Bay Sands and Resorts World Sentosa Integrated Resorts as well as the Formula One
Singapore night race, Singapores continuous efforts in establishing itself as a premier business city
and a lifestyle and entertainment capital bodes well for continued growth in the tourism sector. Our
Directors believe that the growth in the population size and tourist arrivals will be a continuing trend and
will therefore result in greater consumption of eggs by consumers.

The Singapore economy grew by 10.5% year-on-year in the third quarter of 2010, after having grown
by 19.5% and 16.9% year-on-year in the second and first quarter of 2010 respectively, thus showing
resiliency in its economic recovery. Advance estimates for the fourth quarter of 2010 released by the
Ministry of Trade and Industry (MTI) indicate that the economy expanded by 12.5% year-on-year,
improving from the 10.5% growth in the third quarter. For the whole of 2010, MTI estimates that the
Singapore economy has expanded by around 14.7%. Going forward, MTIs forecast of gross domestic
product (GDP) growth for 2011 is expected to be at a more sustainable level, ranging from 4.0% to
6.0%.6 Our Directors believe that with continued economic growth and increasing affluence among the
Singapore populace, the demand for premium eggs such as our Designer Eggs, will consequently rise
in the future. Furthermore, Singapore consumers are increasingly becoming more health conscious
and will therefore become more receptive towards our Designer Eggs.

On 10 December 2009, the AVA established a new fund to enhance Singapores food supply resilience
especially in rice, chicken, pork, fish, leafy vegetables and eggs (the Food Fund). The Food Fund will
be used to support Singapores food diversification and food capability development. In the area of food
capability development, the purpose of the Food Fund is to maximize local farm productivity by
co-funding research and development in local food farming technology, and upgrading the production
capability of local farms. The long term objective of the Singapore government is to encourage the local
egg producers to increase their egg production to meet 30% of the local egg consumption.7 On 11
October 2010, the AVA announced that 11 successful applicants, including our Company, will be
receiving funding support from the Food Fund. The size of the Food Fund will also be doubled from the
initial sum of S$5 million to S$10 million.8 With policy and funding support from the Singapore
government, our Directors therefore believe that the market share of local egg farms will increase as
a result.
4
Source: Extract of statistics available from the website of Singapore Department of Statistics.
5
Source: Singapore Tourism Boards Statistics Publications.
6
Source: Pace of Growth Improved in Fourth Quarter 2010, 3 January 2011/Economic Survey of Singapore (Third Quarter
2010), November 2010.
7
Source: Food Fund for enhancing Singapores Food Supply Resilience Open for Application Media release issued by the
AVA on 10 December 2009.
8
Source: Updates on governments efforts to enhance food supply resilience for Singapore Media release issued by the AVA
on 11 October 2010.

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In order to prevent disruptions of fresh shell eggs supply due to unforeseen events such as a disease
outbreak of avian influenza, the AVA started a campaign in February 2010 to increase awareness
among consumers about alternative forms of eggs such as liquid eggs and egg powder. Such
alternatives, which currently account for less than 1% of Singapores total egg consumption, can serve
to minimize the inconvenience of sudden disruptions to the supply of fresh shell eggs and ensure
Singapores food security.9 In addition, when compared to shell eggs, liquid eggs and egg powder have
other benefits such as lower risk of contamination and minimal storage space. Our Directors believe
that as consumers become increasingly aware of the benefits of liquid eggs as an alternative to shell
eggs, our Companys revenue from the sale of liquid eggs is expected to increase.

BUSINESS STRATEGIES AND FUTURE PLANS

Leveraging on our brand-name and network of contacts, we have established ourselves in Singapore
and intend to strengthen our position as one of the leading producers of fresh eggs in Singapore. To
achieve our business objectives, we plan to adopt the following strategies to drive our future growth and
increase shareholder value.

(a) Continuous improvement and upgrade of our facilities, machinery and equipment to
enhance operational and cost efficiency

We will continuously seek better processes and technologies to ensure that our facilities,
machinery and equipment are upgraded to achieve (i) improvement in the quality of our products;
(ii) higher levels of productivity and efficiency; (iii) improvement in controls and reduction of
wastage; and (iv) reduction in the costs of production.

To-date, we have completed the first phase of the upgrading of our farm buildings and equipment
comprising 22 caged layer sheds, 19 barn raised layer sheds and eight (8) grower sheds. We are
also increasing the capacity of our central grading and packing station. The first phase involved
11 layer sheds and one (1) grower shed and the acquisition of a new egg grader. The second
phase commenced in July 2010 and the entire upgrading project is expected to be completed
before the beginning of 2013. We intend to utilise approximately S$1.8 million of the net proceeds
raised pursuant to the Placement for phase two (2) of the abovementioned upgrading project.

(b) Enhance our product development capabilities and expand our range of food products

We believe that in order to keep up with the rapid changes in market trends and consumer
preferences, we need to continually improve the quality and variety of our products.

Over the last ten (10) years, we have continuously expanded our range of Designer Eggs and
currently have nine (9) main categories.

9
Source: Speech by Ms Grace Fu, Senior Minister of State for National Development, at the launch of AVAs public education
programme on liquid and powdered eggs on 17 March 2010 at 11.25 am, Temasek Culinary Academy.
Each of the persons whose websites and/or articles are set out in the notes above and containing information (the relevant
information) upon which certain statement(s) (the relevant statement(s)) in the sections entitled Industry Overview and
Prospects of this Offer Document are based, has not consented to the inclusion of the relevant information and is therefore not
liable for the relevant statement(s) under sections 253 and 254 of the Securities and Futures Act.
While we have taken reasonable action to ensure that the relevant statement(s) have reproduced the relevant information in its
proper form and context, we have not verified the accuracy of the relevant information.

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Tapping on our experience in breeding breeders and layers as well as our success in producing
Sakura Fresh Eggs, we have recently expanded into the business of producing fresh Sakura
kampong chickens for sale. Sakura kampong chickens are fed with Japanese lactobacillus
fermented feed which will assist in their digestion and absorption of nutrients, therefore enhancing
the quality of the chickens as well as reducing their fat content. As with the rest of our rearing
process for breeders and layers, we do not use any antibiotics and growth promoters for the
Sakura kampong chickens. The AVA has approved our production of Sakura kampong chickens
for sale and we have commenced this business since August 2010.

We intend to continue enhancing our product development capabilities and expanding our range
of food products. In particular, we have recently obtained approval from the AVA on 27 December
2010 to conduct a one (1) year pilot project on planting Sakura papaya trees using the Sakura
lactobacillus planting technology (Papaya Planting Pilot Project) within the premises of our
layer farm (subject to our Group meeting certain requirements which have been specified by the
AVA in respect of the Papaya Planting Pilot Project). Plantation soil used to grow the papayas will
be treated with the Sakura lactobacillus planting technology which can improve harvest gain in
terms of product volume, as well as enhance the quality and taste of the papayas. The Sakura
lactobacillus planting technology will also rid the plantation of any pest infestation without the
implementation of pesticide control. The planting of the Sakura papaya trees within the premises
of our layer farm will also enable us to maximise utilisation of the areas between the farm sheds.
We intend to commence the said pilot project in the second quarter of 2011. The Papaya Planting
Pilot Project would only be valid for a period of one (1) year. AVA approval would have to be sought
one (1) month before the end of the Papaya Planting Pilot Project if our Group wishes to continue
the planting of the Sakura papaya trees under this new food product business.

We will also continue to place emphasis on attracting and retaining skilled professionals. We plan
to achieve the following product development objectives:

(i) the continued improvement of the quality of our existing products as well as development of
new products or new varieties of existing products; and

(ii) the improvement and development of production technology to increase our production
efficiency.

(c) Expansion of our customer base

We have a diverse customer base ranging from egg wholesalers, food and beverage outlets to
leading supermarkets and hypermarkets. We intend to increase our marketing efforts and
continue with the expansion of our customer base by primarily penetrating the food and beverage
industry. Our sales and marketing personnel have been constantly marketing our products
through our existing network and will continue with such efforts. In addition, we also intend to
increase our marketing activities in relation to our Designer Eggs to further promote and increase
awareness amongst consumers.

(d) Strengthen our brand recognition through our brand management and marketing
strategies

We believe that a key factor in the future growth of our businesses is consumer recognition and
loyalty towards our brand and products. We intend to strengthen our Chews brand-name so as
to further distinguish ourselves from our competitors. We intend to achieve this through a
two-pronged focus and emphasis on (i) product development, innovation and quality; and (ii) our

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branding and marketing strategies, which include brand management and positioning, advertising
and promotional activities, packaging design as well as participation in more trade fairs and
exhibitions.

(e) Expansion of our business through acquisitions, joint ventures or strategic alliances

In addition to growing organically, we may consider expanding our business through acquisitions,
joint ventures or strategic alliances with parties who create synergistic values with our existing
business. Through such acquisitions, joint ventures and strategic alliances, we are looking to
strengthen our market position, expand our network of customers as well as expand into
complementary new businesses including the downstream and/or upstream components of the
poultry industry.

Presently, we do not have any specific initiatives or plans with regard to any overseas investment
and/or expansions but we are always on the look-out for new business opportunities and are
ever-ready to harness our relevant expertise and knowledge wherever the opportunity arises.

ORDER BOOK

In general, due to the nature of our business, we do not enter into long term contracts with our
customers. Most of our orders are placed through purchase orders and we therefore do not have order
books. Nonetheless, the seasonal demand for our products results in orders being generally relatively
larger in the weeks leading up to major festive seasons such as Chinese New Year, Hari Raya Puasa
and Christmas, in line with our heightened business activities and relatively larger revenue during these
periods.

TREND INFORMATION

For the current financial year, our Directors have observed the following trends based on the revenue
and operations of our Group as at the Latest Practicable Date:

(i) following the Newcastle disease virus outbreak in Malaysia, there was an immediate increase in
the demand for eggs produced in Singapore. The shortage in egg supply from Malaysia is likely
to continue till February 2011. We expect an overall increase in the demand for eggs produced in
Singapore due to the lack of general consumer confidence in the eggs imported from Malaysia.
In addition, the supply shortage in Malaysia has also led to an increase in the price of our eggs
charged to egg wholesalers, which saw a record high in November 2010. This has a direct impact
on our turnover as egg wholesalers constitute a major group of our customers. We expect the
price of our eggs charged to egg wholesalers to stabilise when the supply condition in Malaysia
begins to recover from February 2011;

(ii) the demand for eggs will continue to rise as Singapores population continues to grow, coupled
with higher tourist arrivals in Singapore driven by the completion of the two (2) integrated resorts,
the yearly Formula One Singapore night race and other major events being held in Singapore.
The demand for our Designer Eggs is also expected to rise with the increasing affluence of the
population;

(iii) our main operating costs for our layer farm operations constitute feed raw materials such as corn,
soybean meal and spent grains. These feed raw materials are commodity-based and prices are
highly dependent on the supply and demand for such feed raw materials and are subject to
seasonal fluctuations. We had seen an increase in the price of corn and soybean meal since June

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 GENERAL INFORMATION ON OUR COMPANY AND OUR GROUP

2010, reaching a 26-month high in November 2010. It was previously anticipated that corn and
soybean meal prices will continue to rise until the end of 2010. However, the prices fell after the
PRC indicated that it may impose price controls and raise interest rates to limit inflation in
November 2010. The market anticipates that, the PRC, being the biggest consumer of soybean,
may slow down the demand of soybean. We have secured supply contracts with our India
suppliers for feed raw materials up to December 2010 and as such the increase in corn and
soybean prices in November 2010 did not materially affect us. We expect any further significant
global increase in the prices of these feed raw materials to increase the price of eggs. As such,
we do not expect the margin of our business to erode significantly in a situation of uncontrollable
increase in prices of these raw materials;

(iv) the value of our biological assets is dependent on the number of chickens reared, the age of the
chickens at the financial reporting date and the residual value of our spent hens. The residual
value of our biological assets is expected to be maintained at the current level in FY2011.
Accordingly, we expect the value of our biological assets to increase as we increase the number
of chickens reared along with the upgrading of our farm facilities;

(v) we expect our operating expenses to increase significantly in FY2011 due mainly to (i) the
increase in staff costs as a result of higher headcount as we build up our finance and customer
service teams, (ii) the professional fees and expenses in relation to the Placement (iii) the Service
Agreements and (iv) increase in depreciation as we upgrade our farm facilities; and

(vi) our estimated total listing expenses (inclusive of the non-cash payment for the management fee
of approximately S$350,000 in the form of PPCF Shares payable to the Manager, Sponsor and
Sub-Placement Agent pursuant to the Management Agreement) is approximately S$1.51 million.
The net proceeds to be raised by our Company from the Placement, after deducting the estimated
cash expenses in relation to the Placement of approximately S$1.16 million is expected to be
approximately S$2.04 million. Out of the one-off listing expenses of approximately S$1.51 million,
approximately S$0.32 million may be capitalised to the share capital and the remaining balance
of approximately S$1.19 million may affect our Groups profitability for FY2011.

Save as disclosed above and in the sections entitled Risk Factors, Managements Discussion and
Analysis of Results of Operations and Financial Position, General Information on our Company and
our Group Prospects and General Information on our Company and our Group Business
Strategies and Future Plans of this Offer Document and barring any unforeseen circumstances, our
Directors are not aware of any significant recent trends in sales and in the costs and selling prices of
our products and services, or other known trends, uncertainties, demands, commitments or events that
are reasonably likely to have a material effect on our net sales or revenue, profitability, liquidity or
capital resources, or that would cause the financial information disclosed in the Offer Document to be
not necessarily indicative of our future operating results or financial conditions.

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 INTERESTED PERSON TRANSACTIONS

In general, transactions between our Group and any of our Interested Persons (namely, our Directors,
Controlling Shareholders of our Company or the Associates of such persons) 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 FY2008, FY2009
and FY2010 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 and General
Information on our Company and our Group History of this Offer Document, there have been no
Interested Person Transactions over the Relevant Period involving our Group which are material in the
context of this Placement.

INTERESTED PERSONS

Transactions between our Group and any of our Interested Persons (namely, our Directors, Controlling
Shareholders of our Company, or the Associates of such persons) are generally known as interested
person transactions.

Save as disclosed in the section entitled Restructuring Exercise, the section entitled Service
Agreements and this section, there are no past or present and on-going Interested Person
Transactions entered into by our Group during the Relevant Period.

PAST INTERESTED PERSON TRANSACTIONS

(a) Transactions with Chews Poultry Farm

In the last three (3) financial years ended 30 September 2010, we transacted with Chews Poultry
Farm, which was owned by the late Mr Chew See Quee and Messrs Chew See Lian, Chew Suu
Hai and Chew Chu Hoo. Chews Poultry Farm was voluntarily terminated on 3 December 2010.

The late Mr Chew See Quee and Messrs Chew See Lian, Chew Suu Hai and Chew Chu Hoo are
siblings. The late Mr Chew See Quee was the father of our Executive Chairman, Mr Chew Chee
Bin, and our Non-Executive Director, Mr Chew Chee Keong. Mr Chew See Lian is the father of our
Managing Director, Mr Chew Eng Hoe, and our Executive Officers, Messrs Chew Eng Kiat and
Chew Eng Keng. Mr Chew Chu Hoo is our Sales Manager (an Executive Officer) and Mr Chew
Suu Hai is our chief hatchery supervisor.

(i) Sale of feed by Chews Poultry Farm to CAPL

Chews Poultry Farm processed and sold feed to CAPL. The feed sold to CAPL may be
purchased and processed by Chews Poultry Farm in which case, the purchase price of the
feed was based on cost plus a processing fee of between S$5 to S$10 per ton.

Alternatively, the feed may be purchased by CAPL but processed by Chews Poultry Farm
whereby Chews Poultry Farm is paid a processing fee based on S$5 to S$10 per ton.

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 INTERESTED PERSON TRANSACTIONS

The aggregate value of the sale of feed raw materials by CAPL to Chews Poultry Farm for
the past three (3) financial years ended 30 September 2010 and up to the Latest Practicable
Date were as follows:

1 October 2010
to the Latest
FY2008 FY2009 FY2010 Practicable Date

Amount (S$000) 1,629 638*

* The amount of approximately S$317,000 owing by Chews Poultry Farm to CAPL in FY2009 was written-off
in FY2010.

The above transactions were not on an arms length basis as they were conducted at lower
than prevailing market rates.

The aggregate value of the sale of processed feed by Chews Poultry Farm to CAPL for the
past three (3) financial years ended 30 September 2010 and up to the Latest Practicable
Date were as follows:
1 October 2010
to the Latest
FY2008 FY2009 FY2010 Practicable Date

Amount (S$000) 7,688 6,033

With effect from 1 July 2009, we have discontinued such transactions with Chews Poultry
Farm.

We do not intend to enter into such transactions in the future.

(ii) Provision of services by Chews Poultry Farm to CAPL

Pursuant to the winding down of the operations of Chews Poultry Farm, Chews Poultry
Farm seconded all its personnel to CAPL. CAPL had reimbursed Chews Poultry Farm the
salaries payable to such personnel. The aggregate value of amounts paid by CAPL to
Chews Poultry Farm for the Relevant Period were as follows:
1 October 2010
to the Latest
FY2008 FY2009 FY2010 Practicable Date

Amounts paid (S$000) 42 168 14

The above transactions were conducted on an arms length basis as the amounts paid for
the salaries of the personnel were generally on a reimbursement basis.

With effect from 23 November 2010, the seconded personnel are under the employment of
CAPL.

We do not intend to enter into any secondment arrangements with Chews Poultry Farm in
the future. Chews Poultry Farm was voluntarily terminated on 3 December 2010.

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 INTERESTED PERSON TRANSACTIONS

(iii) Payment of insurance premiums by CAPL for Chews Poultry Farm

In the Relevant Period, CAPL had taken out insurance policies for the benefit of both CAPL
and Chews Poultry Farm. All insurance premiums were paid by CAPL. The aggregate value
of the insurance premiums paid by CAPL and the aggregate sum insured for the past three
(3) financial years ended 30 September 2010 and up to the Latest Practicable Date were as
follows:

1 October 2010
to the Latest
FY2008 FY2009 FY2010 Practicable Date

Amounts paid (S$000) 17 25 27 5

Sum insured (S$000) 15,063 15,367 18,467

The above transactions were not conducted on an arms length basis as CAPL had paid for
the insurance premiums for the benefit of Chews Poultry Farm.

With effect from 1 December 2010, we have discontinued such transactions with Chews
Poultry Farm.

We do not intend to enter into such transactions in the future.

(b) Advances from our Managing Director, Mr Chew Eng Hoe, Mr Chew See Lian and Mr Chew
See Quee

Prior to 2005, CAPL had received advances of approximately S$149,000 and S$332,000 from Mr
Chew See Lian and Mr Chew See Quee respectively. The late Mr Chew See Quee was the father
of our Executive Chairman, Mr Chew Chee Bin, and our Non-Executive Director, Mr Chew Chee
Keong, as well as the uncle of our Managing Director, Mr Chew Eng Hoe. Mr Chew See Lian is
the father of our Managing Director, Mr Chew Eng Hoe, and the uncle of our Executive Chairman,
Mr Chew Chee Bin. In FY2008, CAPL had received advances of about S$42,000 from our
Managing Director, Mr Chew Eng Hoe. These advances were made to finance the business
activities of CAPL and were interest-free, unsecured with no fixed terms of repayment.

Details of the balance outstanding to Messrs Chew See Lian, Chew See Quee and Chew Eng Hoe
are as follows:

As at As at As at As at the
30 September 30 September 30 September Latest
2008 2009 2010 Practicable Date
(S$000) (S$000) (S$000) (S$000)

Mr Chew Eng Hoe 42 42

Mr Chew See Lian 149
Mr Chew See Quee 332 300

The highest amounts outstanding to Messrs Chew Eng Hoe, Chew See Lian and Chew See Quee
over the last three (3) financial years ended 30 September 2010 were S$42,000, S$149,000 and
S$332,000 respectively.

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 INTERESTED PERSON TRANSACTIONS

As at the Latest Practicable Date, the amounts owing to Messrs Chew Eng Hoe, Chew See Lian
and Chew See Quee have been fully repaid. We do not expect to enter into similar transactions
in the future.

(c) Advances from CAPL to Mr Chew Suu Hai

CAPL had provided a housing loan of S$160,000 to Mr Chew Suu Hai in March 2008. Mr Chew
Suu Hai is the uncle of our Managing Director, Mr Chew Eng Hoe, and our Executive Chairman,
Mr Chew Chee Bin. He is also the chief hatchery supervisor of our Company.

The said loan was non-interest bearing, unsecured, had no fixed tenure and was fully repaid in
December 2008. We do not expect to enter into similar transactions in the future.

(d) Transactions with Brilliant Strategies Corporation Pte Ltd

In the last two (2) financial years ended 30 September 2010, we transacted with Brilliant
Strategies Corporation Pte Ltd (Brillant Strategies), which is 50% owned by our Independent
Director, Dr Choo Boon Seng. The remaining 50% shareholdings in Brilliant Strategies is held by
Mr Calvin Choo Kahwei, who is the son of Dr Choo Boon Seng. Both Dr Choo Boon Seng and Mr
Calvin Choo Kahwei are not related to our Executive Directors and Executive Officers.

Brilliant Strategies sold feed raw materials to CAPL, including flaxseed, canola meal and lysine
sulphate. The aggregate value of the sale of feed raw materials by Brilliant Strategies to CAPL for
the past three (3) financial years ended 30 September 2010 and up to the Latest Practicable Date
are as follows:
1 October 2010
to the Latest
FY2008 FY2009 FY2010 Practicable Date

Amount (S$000) 73 133 59

The above transactions were conducted on an arms length basis as the feed raw materials were
priced at prevailing market prices.

The last purchase order from CAPL was dated 25 November 2010. The goods ordered under this
purchase order were delivered before 31 December 2010. Brilliant Strategies had ceased
transactions with our Group with effect from 1 January 2011. We do not intend to enter into such
transactions in the future.

ON-GOING INTERESTED PERSON TRANSACTIONS

Provision of Personal Guarantees

Our Managing Director, Mr Chew Eng Hoe and Messrs Chew Chu Hoo, Chew Suu Hai, Chew See Lian
and Chew Eng Keng, have provided personal guarantees to procure a series of hire purchases for the
acquisition of machinery and equipment for our layer farm. Mr Chew Chu Hoo is our Sales Manager (an
Executive Officer) and Mr Chew Suu Hai is our chief hatchery supervisor. Mr Chew See Lian is our
packaging leader and the father of Messrs Chew Eng Hoe, Chew Eng Kiat and Chew Eng Keng. Mr
Chew Eng Keng is the brother of Mr Chew Eng Hoe and is our Maintenance and Engineering Manager
(an Executive Officer). Messrs Chew Chu Hoo, Chew Suu Hai and Chew See Lian are brothers.

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 INTERESTED PERSON TRANSACTIONS

Outstanding
Name of amount as at
individual who Aggregate Largest the Latest
has provided guarantee amount Practicable
personal amount guaranteed Date
Financial Institution guarantee Nature (S$000) (S$000) (S$000)

DBS Bank Ltd Chew See Lian, Hire Purchase 1,000 1,000 812
Chew Suu Hai,
Chew Chu Hoo,
Chew Eng Hoe,
Chew Eng Keng
DBS Bank Ltd Chew Suu Hai, Hire Purchase 1,000
Chew Chu Hoo,
Chew Eng Hoe,
Chew Eng Keng
Orix Capital Ltd Chew Suu Hai, Hire Purchase 144 144 48
Chew Chu Hoo,
Chew Eng Hoe,
Chew See Lian
Standard Chartered Bank Chew Suu Hai, Hire Purchase 359 359 71
Chew Chu Hoo,
Chew Eng Hoe,
Chew Eng Keng,
Chew See Lian
Standard Chartered Bank Chew Suu Hai, Hire Purchase 1,240 492 347
Chew Chu Hoo, Trade facility 450
Chew Eng Hoe,
Chew Eng Keng,
Chew See Lian

Our Managing Director, Mr Chew Eng Hoe and Messrs Chew Suu Hai, Chew Chu Hoo, Chew See Lian
and Chew Eng Keng have not received any benefit in kind, commission or interest from our Group in
relation to these personal guarantees.

The interest rates on these hire purchases range between 2.5% and 5.5% per annum.

Subsequent to the Placement, our Managing Director, Mr Chew Eng Hoe, and Messrs Chew Suu Hai,
Chew Chu Hoo, Chew See Lian and Chew Eng Keng intend to obtain a release and discharge of the
above guarantees from the respective financial institutions by substituting the same with other
securities to be furnished by our Group that are acceptable to these financial institutions, if required.
Should any of the financial institutions be unwilling to release and discharge the above guarantees, our
Managing Director, Mr Chew Eng Hoe and Messrs Chew Suu Hai, Chew Chu Hoo, Chew See Lian and
Chew Eng Keng have undertaken that they will continue to provide the personal guarantees.

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 an 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.

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 INTERESTED PERSON TRANSACTIONS

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 Executive Chairman
and the Chief Financial Officer or an equivalent rank 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 service, factors such as, but not limited to, quantity, requirements and specifications will be
taken into account; 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 equal to, or 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 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 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 an arms length basis and in accordance with the procedures
outlined above. It will take into account all relevant non-quantitative factors. In the event that a member
of our Audit Committee is interested in any such transaction, he will abstain from participating in the
review and approval process in relation to that particular transaction.

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 INTERESTED PERSON TRANSACTIONS

Our Company shall prepare all the relevant information to assist the Audit Committee in its review and
will keep a register to record all Interested Person Transactions. The register shall also record the basis
for entry into the transactions, including the quotations and other evidence obtained to support such
basis.

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.

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, on an arms length basis 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, on an
arms length basis 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.

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 complied with. In
addition, such transactions will also be subject to Shareholders approval if required by the Catalist
Rules.

POTENTIAL CONFLICTS OF INTERESTS

Save as disclosed in the sections entitled Interested Person Transactions and Restructuring
Exercise of this Offer Document, none of our Directors, Executive Officers, 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 customer or supplier of goods and services.

Save as disclosed in the sections entitled Interested Person Transactions and Service Agreements
of this Offer Document, 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.

124
 INTERESTED PERSON TRANSACTIONS

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 our subsidiaries or are proposed to be acquired or disposed of by
or leased to our Company or our subsidiaries.

No expert is employed on a contingent basis by our Company or our subsidiaries; or has a material
interest, whether direct or indirect, in our Shares or the shares of our subsidiaries; or has a material
economic interest, whether direct or indirect, in our Company, including an interest in the success of the
Placement.

INTERESTS OF MANAGER, SPONSOR AND SUB-PLACEMENT AGENT

In the reasonable opinion of our Directors, save as disclosed below and in the section entitled General
and Statutory Information - Management and Placement Arrangements of this Offer Document, our
Company does not have any material relationship with the Manager, Sponsor and Sub-Placement
Agent or any other financial adviser in relation to the Placement:

(a) PPCF is the Manager, Sponsor and Sub-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; and

(c) Pursuant to the Management Agreement and as part of PPCFs fees as the Manager, Sponsor
and Sub-Placement Agent, our Company issued and allotted 1,400,000 PPCF Shares to PPCF
representing approximately 2% of the issued and paid-up share capital of our Company prior to
the Placement and the Issue of New Shares to Employees, at the Placement Price for each
Share. After completion of the relevant moratorium periods as set out in the section Shareholders
- Moratorium of this Offer Document, PPCF will dispose its shareholding interest in our Company
at its discretion.

INTERESTS OF PLACEMENT AGENT

In the reasonable opinion of our Directors, the Placement Agent, Asiasons, does not have a material
relationship with our Company save for Asiasons is the Placement Agent of the Placement as disclosed
in the section entitled General and Statutory Information Management and Placement
Arrangements of this Offer Document.

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 DIRECTORS, MANAGEMENT AND STAFF

DIRECTORS

Our Board of Directors is entrusted with the responsibility for the overall management of our Group. The
particulars of each of our Directors are set out below:

Country of
Principal Designation/
Name Age Residential Address Residence Principal Occupation

Chew Chee Bin 51 36 Grace Walk Singapore Executive Chairman

Singapore 557746
Chew Eng Hoe 45 Blk 732 Singapore Managing Director
Jurong West St 73 #13-38
Singapore 640732
Chew Chee Keong 42 Blk 413B Singapore Non-Executive Director/
Fernvale Link #13-47 engineering director of
Singapore 792413 Acromec Engineers
Pte Ltd
Yuen Sou Wai 57 53 Sunrise Avenue Singapore Lead Independent
#04-25 Director/non-executive
Sunrise Gardens director of YHI
Singapore 806746 International Limited
Chong Chin Fan 60 8 Toh Tuck Walk Singapore Independent Director/
Singapore 596588 chief financial officer of
Luye Pharma Group Ltd
Dr Choo Boon Seng 66 311 Ang Mo Kio Avenue 3 Singapore Independent Director/
#11-2114 president/principal
Singapore 560311 consultant of Brilliant
Strategies Corporation
Pte Ltd

The business and working experience and areas of responsibility of our Directors are set out below:

Mr Chew Chee Bin is our Executive Chairman and was appointed to our Board on 30 September 2010.
Trained as a civil engineer, Mr Chew Chee Bin has more than 25 years of experience in major
infrastructure and property construction as well as civil engineering and building work both locally and
overseas. He is responsible for directing the strategic plans and growth of our Group. From 1985 to
1996, he worked as a civil or project engineer in Civil Aviation Authority of Singapore as well as various
companies including Bachy Soletanche Singapore Pte Ltd, which was involved in the construction of
several mass rapid transport projects in Singapore, Societe Auxiliaire DEntreprises, L&M Geotechnic
Pte Ltd, Torie Construction Pte Ltd and Asia-Link Construction Pte Ltd. From 1996 to 2002, Mr Chew
Chee Bin was the general manager of Trevi Contractors (S) Pte Ltd where he was responsible for the
finance matters, planning, business development, day-to-day operations and technical support of the
group. Prior to joining our Group, Mr Chew Chee Bin was engaged in the business of construction
materials trading through Sunrise Resources Pte Ltd and Celplex Resources Sdn Bhd as well as the
manufacture and sale of concrete and precast products through Celplex Sdn Bhd, Sunrise Concrete
Industries Pte Ltd and Celplex Precast System Sdn Bhd.

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 DIRECTORS, MANAGEMENT AND STAFF

Mr Chew Chee Bin obtained a Technician Diploma (Civil Engineering) from the Singapore Polytechnic
and holds a Bachelor of Engineering in Civil Engineering (Division A) (Second Class Honours) from The
University of Western Australia.

Mr Chew Eng Hoe is our Managing Director and was appointed to our Board on 30 September 2010.
He has more than 20 years of experience in the poultry industry. Mr Chew Eng Hoe is instrumental to
our growth and development and is responsible for our Groups overall operations and management,
with a focus on procurement, sales and marketing, production, research and product development. He
started work at CAPL in 1987 as a project manager and assisted in setting up the premises of our layer
farm. In 1989, Mr Chew Eng Hoe was appointed as a director of CAPL and became its Managing
Director in 2002, a position which he holds to-date.

Mr Chew Chee Keong is our Non-Executive Director and was appointed to our Board on 19 January
2011. Trained as a mechanical engineer, Mr Chew Chee Keong started his career at Meindhart
(Singapore) Pte Ltd in 1994. He subsequently joined Acromec Engineers Pte Ltd in 1996 and is
currently its engineering director. Mr Chew Chee Keong holds a Diploma in Mechanical Engineering
from the Singapore Polytechnic and also obtained a Bachelor of Engineering in Mechanical
Engineering with Second Class (Division 1) Honours from the University of Glasgow.

Mr Yuen Sou Wai is our Lead Independent Director and was appointed to our Board on 19 January
2011. He is currently a non-executive director of YHI International Limited, a company listed on the
Official List of the Main Board of the SGX-ST. Prior to his appointment as a non-executive director of
YHI International Limited, Mr Yuen Sou Wai was holding the position of group chief financial officer as
well as executive director responsible for the groups operations in Australia, New Zealand, Italy, the
United States of America and Canada. Other than being a non-executive director of YHI International
Limited, he is also a member of its audit committee, nominating committee and remuneration
committee. Mr Yuen Sou Wai has more than 35 years of broad-based financial management
experience in various large local and multinational companies where he had held several senior
financial positions including chief financial officer, regional finance director and group financial
controller. Prior to joining the YHI group of companies in 1996, Mr Yuen Sou Wai was the regional
finance director (Asia Pacific) with Diversey Corporation, Canada, which was a multinational
corporation engaged in the business of manufacturing and supplying industrial specialty chemicals
worldwide. He was with the Diversey group of companies since 1988 and held several key portfolios
in financial management within the Asia Pacific region. From 1980 to 1988, Mr Yuen Sou Wai was the
financial manager and company secretary of Computer Forms Toppan Moore Pte Ltd and from 1977
to 1980, he was a management accountant with Singapore Glass Manufacturers Pte Ltd. Mr Yuen
holds a Master of Business Administration from the University of Leicester, United Kingdom. He is a
Fellow of The Chartered Institute of Management Accountants of the United Kingdom, a Fellow of the
Institute of Certified Public Accountants of Singapore and a member of the Singapore Institute of
Directors.

Mr Chong Chin Fan is our Independent Director and was appointed to our Board on 19 January 2011.
He is currently the chief financial officer of Luye Pharma Group Ltd, a company listed on the Official List
of the Main Board of the SGX-ST, where he is responsible for all financial and accounting matters of
the group. He is also an independent director of Asiatravel.com Holdings Ltd which is listed on Catalist.
Mr Chong Chin Fan has more than 35 years of experience in the audit and finance industry. Prior to
joining Luye Pharma Group Ltd in 2004, he was the group financial controller and company secretary
of the Econ Corporation Limited from 1992 to 2003. After graduating as a certified public accountant in
the United Kingdom in 1976, he worked in London as an audit assistant with firms of chartered
accountants from 1976 to 1978 before returning to Singapore as an audit senior with KPMG LLP from
1979 to 1981. In 1981, Mr Chong Chin Fan joined the Wah-Chang International Group, Singapore, as
the group accountant and was later the group accounting and administrative manager, a position he

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 DIRECTORS, MANAGEMENT AND STAFF

held until 1992. Mr Chong Chin Fan is a Fellow of The Institute of Certified Public Accountants of
Singapore, and is a Fellow of The Association of Chartered Certified Accountants of the United
Kingdom.

Dr Choo Boon Seng is our Independent Director and was appointed to our Board on 19 January 2011.
He is currently the president/principal consultant of Brilliant Strategies Corporation Pte Ltd, a company
which provides consultancy services to customers which manufacture animal feed or are in the
livestock farming sector. Dr Choo Boon Seng has more than 30 years of experience in the animal
nutrition industry. Prior to setting up Brilliant Strategies Corporation Pte Ltd with his son in 2003, he was
the general manager of ADM Animal Health and Nutrition Dalian Ltd from 1993 to 2003 where he was
the overall in-charge of the entire operations of a premix manufacturing plant. Dr Choo Boon Seng was
a research fellow at The University of New England whilst pursuing his doctorate from 1989 to 1992 and
was the technical adviser to the Food and Agriculture Organisation of the United Nations from 1978 to
1989 where he executed animal nutrition projects in Africa and the Asia Pacific region. From 1976 to
1978, he was a chemist and purchaser of Chia Tai Feedmill Pte Ltd, a wholly-owned subsidiary of the
Charoen Pokphand Group, where he was in charge of quality control of the products and ingredients
procurement. Dr Choo Boon Seng obtained the degree of Doctor of Philosophy (Biochemistry/Nutrition)
from The University of New England.

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 regard to Rule 406(3)(a) of the Catalist Rules, two
of our Directors, Messrs Yuen Sou Wai and Chong Chin Fan, have prior and current experience as
directors of other public listed companies in Singapore, and are familiar with the roles and
responsibilities of a director of a public listed company in Singapore. Our other Directors, Messrs Chew
Chee Bin, Chew Eng Hoe, Chew Chee Keong and Dr Choo Boon Seng had attended the relevant
training at the Singapore Institute of Directors on 12 January 2011 to familiarise themselves with the
roles and responsibilities of a director of a public listed company in Singapore.

Our Executive Chairman, Mr Chew Chee Bin, and our Non-Executive Director, Mr Chew Chee Keong,
are brothers. Our Managing Director, Mr Chew Eng Hoe, and our Executive Officers, Messrs Chew Eng
Kiat and Chew Eng Keng, are brothers. Messrs Chew Eng Hoe, Chew Eng Kiat and Chew Eng Keng
are cousins of Messrs Chew Chee Bin and Chew Chee Keong.

Save as disclosed in this section and in the section entitled Shareholders Shareholding and
Ownership Structure of this Offer Document, none of our Directors are related to each other, our
Executive Officers or our Substantial Shareholders.

Our Independent Director, Dr Choo Boon Seng, holds 50% shareholding interests in the issued and
paid-up share capital of Brilliant Strategies. Brilliant Strategies had sold feed raw materials to our Group
in FY2009 and FY2010. Brilliant Strategies will cease transactions with our Group with effect from 1
January 2011 and we do not expect to enter into similar transactions with Brilliant Strategies in the
future. Please refer to the section entitled Interested Person Transactions Past Interested Person
Transactions of this Offer Document for further details.

Save as disclosed above and in the section entitled Interested Person Transactions Past Interested
Person Transactions of this Offer Document, our Independent Directors do not have any existing
business or professional relationship of a material nature with our Group, our Directors or Substantial
Shareholders.

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 DIRECTORS, MANAGEMENT AND STAFF

The list of present and past directorships of each Director over the last five (5) years preceding the date
of this Offer Document, excluding those held in our Company, is set out below:

Name Present Directorships Past Directorships

Chew Chee Bin Group Companies Group Companies

Nil Nil

Other Companies Other Companies

Celplex Resources Sdn. Bhd.
Celplex Sdn. Bhd.
Chews Farm Holdings
Fenghe Investment
Royalty International Pte Ltd
(gazetted to be struck off)
Sunrise Concrete Industries Pte. Ltd
Sunrise Global Enterprise Pte Ltd
(gazetted to be struck off)
Sunrise Resources Pte. Ltd.
Banos International Sdn. Bhd.
Cascade Building Materials Sdn.
Bhd.
Celplex Precast System Sdn. Bhd
Common International Resources
Pte. Ltd.
Eduglobe International Consultants
Pte Ltd (struck off)
Gold Bright Development Sdn.Bhd.
Sunrise Industrial Machinery
Pte Ltd (struck off)
Wes-Link BMT Sdn. Bhd
Wes-Link Pte Ltd

Chew Eng Hoe Group Companies Group Companies

CAPL Nil
CFIL

Other Companies Other Companies

Fenghe Investment Organic World Private Limited
Sin Yang Food (S) Pte Ltd (struck off)

Chew Chee Keong Group Companies Group Companies

Nil Nil

Other Companies Other Companies

Acromec Engineers Pte Ltd Agas Technologies Pte Ltd
Chews Farm Holdings (struck off)
Fenghe Investment

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 DIRECTORS, MANAGEMENT AND STAFF

Name Present Directorships Past Directorships

Yuen Sou Wai Group Companies Group Companies

Nil Nil

Other Companies Other Companies

YHI International Limited
O.Z S.p.A
Pan-Mar Corporation
Toshka Holdings Limited
YHI (Australia) Pty Ltd
YHI (Canada) Inc
YHI International (Taiwan) Co Ltd
YHI Manufacturing (Shanghai
Co Ltd
YHI (New Zealand) Ltd
YHI Power Pty Ltd

Chong Chin Fan Group Companies Group Companies

Nil Nil

Other Companies Other Companies

A-Bio Pharma Pte Ltd Econ Marketing Pte Ltd
Apex Group Holding Limited (in liquidation)
Asiapharm Biotech Pte Ltd HQM Management Pte Ltd
Asiapharm Investments Ltd Luye-Sunward Pharm Pte Ltd
Asiapharm (Singapore) Pte Ltd (struck off)
Asiatravel.com Holdings Ltd SmartMedicine Pte Ltd
Kang Hai Pharmaceutical (struck off)
Technology Development Limited
Luye Biotech (Singapore) Pte Ltd
Luye-Pharm (Singapore) Pte Ltd
Luye Pharma Investments Pte Ltd
Nature Wise Health Care Pte Ltd
Pacific Target Holdings Limited
Parry Investment Pte Ltd
Steward Cross Pte Ltd
Smart Medicine Sdn Bhd
Solid Success Holdings Ltd

Dr Choo Boon Seng Group Companies Group Companies

Nil Nil

Other Companies Other Companies

Brilliant Strategies Corporation Nil
Pte Ltd

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 DIRECTORS, MANAGEMENT AND STAFF

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:

Country of
Principal
Name Age Residential Address Residence Principal Occupation

Tay Bee Gek Dorriz 40 230 Westwood Ave Singapore Chief Financial Officer
#04-25
Singapore 648359
Tan Chee Nam 62 Blk 113 Yishun Ring Road Singapore General Manager,
#07-461 Production
Singapore 760113
Chew Eng Keng 47 Blk 421 Choa Chu Kang Singapore Maintenance and
Avenue 4 #08-222 Engineering Manager
Singapore 680421
Chew Eng Kiat 49 9 Phoenix Garden Singapore Production Manager
Singapore 668277
Tan Swee Teck 52 Blk 507 Choa Chu Kang Singapore Sales and Marketing
St 51 #14-215 Manager
Singapore 680507
Chew Chu Hoo 52 Blk 13 Toh Yi Drive Singapore Sales Manager
#06-09
Singapore 590013

The business and working experience and areas of responsibility of our Executive Officers are set out
below:

Ms Tay Bee Gek Dorriz is our Chief Financial Officer who joined our Group in August 2010. She has
more than 15 years of experience in the financial and accounting sector. She is responsible for all
financial and management reporting, taxation, regulatory compliance and corporate secretarial matters
of our Group and oversees the human resource and information technology functions of our Company.
She was a financial analyst manager with Citibank NA from 1992 to 1997 and a payrollserve manager
with Stone Forest Consulting Pte Ltd from 1997 to 2000. From 2000 to 2003, she was the group finance
manager of Ezyhealth Asia Pacific Ltd and the group financial controller of Sei Woo Polymer
Technologies Pte Ltd from 2003 to 2006. Prior to joining our Group, Ms Tay Bee Gek Dorriz was the
group chief finance officer of Woleco Hotel Supplies Pte Ltd from 2006 to 2010 where she was
responsible for its financial, financial management, regulatory compliance, taxation and treasury
matters. Ms Tay Bee Gek Dorriz obtained a Degree of Bachelor of Accountancy from the Nanyang
Technological University. She also holds a Diploma in Investment from The Institute of Banking and
Finance and is a member of the Institute of Certified Public Accountants of Singapore.

Mr Tan Chee Nam is our General Manager, Production, who joined our Group in 1990. He has more
than 35 years of experience in the poultry industry. Mr Tan Chee Nam is responsible for the production
activities, operation and management of our layer farm and also leads our Groups research and
development activities together with our Managing Director, Mr Chew Eng Hoe. He started his career
as a hatchery manager with Singapore Breeding Farm Pte Ltd in 1971 where he was subsequently
appointed as its poultry section manager and farm manager in 1974 and 1980 respectively. Prior to

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 DIRECTORS, MANAGEMENT AND STAFF

joining our Group in 1990, he was the farm manager of Century Farm Pte Ltd from 1987 to 1990. Mr
Tan Chee Nam graduated from then existing Nanyang University with a Degree of Bachelor of Science
(Department of Biology) with Second Class (Upper Division) honours and holds a Diploma in Business
Administration from the National University of Singapore.

Mr Chew Eng Keng is our Maintenance and Engineering Manager in charge of the maintenance and
repair of all existing farm equipment and machinery. He is also in charge of upgrading work of the farm
equipment and machinery. Mr Chew Eng Keng joined CAPL as a farm supervisor after his graduation
in 1990 and was subsequently appointed to his current position in 2002. He holds a Higher Stage Group
Diploma in Accounting from the London Chamber of Commerce and Industry as well as a Diploma in
Animal and Veterinary Science from the National Pingtung Institute of Agriculture in Taiwan.

Mr Chew Eng Kiat is our Production Manager who assists our General Manager, Production, Mr Tan
Chee Nam, in the production and daily operations of our layer farm. He started his career as a farm
supervisor of Chews Poultry Farm from 1984 to 1991, where he supervised the daily operations of the
farm. Prior to joining CAPL in 2007, Mr Chew Eng Kiat was a freelance taxi driver from 1991 to 2006.
Mr Chew Eng Kiat holds a Diploma in Animal and Veterinary Science from the National Pingtung
Institute of Agriculture in Taiwan.

Mr Tan Swee Teck is our Sales and Marketing Manager responsible for our Groups sales to
hypermarkets, supermarkets and food and beverage outlets. Prior to joining our Group in 2002, he was
a sales executive with Pacson Marketing Pte Ltd from 1999 to 2001 and Winmac Manufacturing Pte Ltd
from 1988 to 1999, where he sold houseware products.

Mr Chew Chu Hoo is our Sales Manager responsible for our Groups sales to egg wholesalers and
walk-in customers. He ensures that orders are fulfilled in a timely and orderly manner and also assists
our management in fixing the prices of our products. Mr Chew Chu Hoo joined CAPL in 1987 as a sales
personnel and was promoted to his current position in 2002.

Our Executive Officers, Messrs Chew Eng Kiat and Chew Eng Keng, and our Managing Director, Mr
Chew Eng Hoe, are brothers. Messrs Chew Eng Hoe, Chew Eng Kiat and Chew Eng Keng are cousins
of Messrs Chew Chee Bin and Chew Chee Keong, and our Sales Manager, Mr Chew Chu Hoo, is their
uncle.

Save as disclosed in this section and in the section entitled Shareholders Shareholding and
Ownership Structure of this Offer Document, 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.

To the best of our knowledge, there is no arrangement or understanding with any of our Substantial
Shareholders, customers, suppliers or any other person, pursuant to which any of our Directors or key
Executive Officers was selected as our Director or Executive Officer.

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 DIRECTORS, MANAGEMENT AND STAFF

The list of present and past directorships of each Executive Officer over the last five (5) years preceding
the date of this Offer Document, excluding those held in our Company, is set out below:

Name Present Directorships Past Directorships

Tay Bee Gek Dorriz Group Companies Group Companies

Nil Nil

Other Companies Other Companies

Nil Adler Hotel Supplies Sdn. Bhd.
PT Woleco Amenities & Accessories
SAA Woleco Holding Co Ltd
SAA Woleco Co Ltd
Woleco Amenities & Accessories Sdn. Bhd.
Woleco Hotel Supplies Sdn. Bhd.

Tan Chee Nam Group Companies Group Companies

Nil Nil

Other Companies Other Companies

Nil Nil

Chew Eng Keng Group Companies Group Companies

CAPL Nil

Other Companies Other Companies

Nil Nil

Chew Eng Kiat Group Companies Group Companies

CAPL Nil

Other Companies Other Companies

Fenghe Investment Nil

Tan Swee Teck Group Companies Group Companies

Nil Nil

Other Companies Other Companies

Nil Nil

Chew Chu Hoo Group Companies Group Companies

CAPL Nil

Other Companies Other Companies

Nil Nil

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 DIRECTORS, MANAGEMENT AND STAFF

MANAGEMENT REPORTING STRUCTURE

Our management reporting structure is as follows:

Board of Directors

Executive Chairman
Chew Chee Bin

Managing Director
Chew Eng Hoe

134
General Manager, Maintenance and Sales and Marketing Chief Financial
Sales Manager
Production Engineering Manager Manager Officer
Chew Chu Hoo
Tan Chee Nam Chew Eng Keng Tan Swee Teck Tay Bee Gek, Dorriz

Finance, human
Production Manager resource, IT and
Chew Eng Kiat administration
departments
 DIRECTORS, MANAGEMENT AND STAFF

EMPLOYEES

As at the Latest Practicable Date, we have 114 employees. The management of our Group is of the
opinion that its dedicated and efficient employees are instrumental to its success. The management of
our Group enjoys a good working relationship with its employees. Employees of our Group do not
belong to any organised union. Our Group maintains a cordial relationship with its employees, and
there have not been any industrial disputes in the past.

Our Company only has a small number of contractual employees. Contract workers of our Company
are mainly foreign workers from Malaysia and the PRC, whose contracts are for two (2) years on
average and are renewed on an individual basis.

The functional distribution of our Groups full-time employees as at the end of FY2008, FY2009 and
FY2010 and as at the Latest Practicable Date are as follows:
As at 30 September As at the Latest
Function 2008 2009 2010 Practicable Date

General Management and Administration 4 4 6 7

Sales and Marketing 6 6 6 9
Production 58 53 51 52
Quality Assurance and Packaging 26 28 33 46

Total 94 91 96 114

The number of full-time staff that we employ is not subject to any significant seasonal fluctuation and
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 has been good and is expected to
continue and remain as such in the future. There have not been any incidents of work stoppages or
labour disputes which affected our operations.

Other than amounts set aside or accrued in respect of mandatory employee funds, we have not set
aside or accrued any amount of money to provide for pension, retirement or similar benefits to our
employees.

Our Groups average staff turnover is reasonably low. As evidence of a strong and stable management
team, there is minimal turnover at the middle management level and above.

Our Managing Director, Mr Chew Eng Hoe, heads our Company and is supported by his management
team. Most of the members of the management team have been with our Group for more than 20 years
and have a thorough understanding of the business and possess invaluable experience in the industry.
The management team has weathered difficult times together and has managed to keep the business
operations running throughout the years.

Our Group is committed to investing in its people through both internal and external training for skills
development. Our Group believes in promoting teamwork and togetherness where inter-departmental
collaboration and cooperation is the standard. A culture that promotes teamwork is encouraged by
senior management, and ensures the success of our Group as a whole.

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 DIRECTORS, MANAGEMENT AND STAFF

REMUNERATION OF DIRECTORS, EXECUTIVE OFFICERS AND RELATED EMPLOYEES

Directors and Executive Officers

The compensation paid to our Directors and our Executive Officers by our Group for FY2009 and
FY2010, and the estimated compensation to be paid to our Directors and our Executive Officers for
FY2011 by our Group (on an aggregate basis and in remuneration bands(1)) are as follows:

FY2011(2)
FY2009 FY2010 (Estimated)

Directors
Chew Chee Bin (3) (3) A
Chew Eng Hoe A A A
(3) (3)
Chew Chee Keong A
Yuen Sou Wai (3) (3) A
(3) (3)
Chong Chin Fan A
(3) (3)
Dr Choo Boon Seng A

Executive Officers
Tay Bee Gek Dorriz (3) A A
Tan Chee Nam A A A
Chew Eng Keng A A A
Chew Eng Kiat A A A
Tan Swee Teck A A A
Chew Chu Hoo A A A

Notes:
(1) A means between S$0 and S$249,999.
(2) For the purpose of this estimation, no account is made for the bonuses or profit sharing that our Executive Directors and
Executive Officer are entitled under their respective service agreements, the details of which are set out under the section
entitled Directors, Management and Staff Service Agreements of this Offer Document.
(3) Not under our appointment as at the relevant period.

Related Employees

As at the Latest Practicable Date, other than our Directors and Executive Officers whose relationship
with one another and their remuneration are disclosed in the sections Shareholders Shareholding
and Ownership Structure, Directors, Management and Staff Directors, Directors, Management
and Staff Executive Officers and Directors, Management and Staff Remuneration of Directors,
Executive Officers and Related Employees of this Offer Document, we have nine (9) employees who
are related to our Executive Directors and Executive Officers (the Related Employees), the details
of which are as follows:

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 DIRECTORS, MANAGEMENT AND STAFF

Name Position Held Relationship with our Directors and Executive

Officers

Chew Lee Meng Packaging staff Sister of our Executive Chairman, Mr Chew Chee
Bin, and Non-Executive Director, Mr Chew Chee
Keong

Chew Chee Chen Packaging staff Brother of our Executive Chairman, Mr Chew Chee
Bin, and Non-Executive Director, Mr Chew Chee
Keong

Chew See Lian Leader (packaging) Father of our Managing Director, Mr Chew Eng
Hoe, and our Executive Officers, Mr Chew Eng Kiat
and Mr Chew Eng Keng

See Peng Hua Packaging staff Mother of our Managing Director, Mr Chew Eng
Hoe, and our Executive Officers, Mr Chew Eng Kiat
and Mr Chew Eng Keng

Lee Hwee Hua(1) Human resource and Spouse of our Managing Director, Mr Chew Eng
procurement executive Hoe

Tan Swee Lan Human resource and Spouse of our Executive Officer, Mr Chew Chu Hoo
administrative executive

Chew Suu Hai Chief hatchery supervisor Brother of our Executive Officer, Mr Chew Chu Hoo

Toh Lian Huy Supervisor (packaging) Spouse of Mr Chew Suu Hai and sister-in-law of our
Executive Officer, Mr Chew Chu Hoo

Tan Liet Ju(2) Packaging staff Spouse of our Executive Officer, Mr Chew Eng
Keng

Notes:
(1) Lee Hwee Hua held the position of accounts executive in CAPL prior to 1 January 2011.
(2) Tan Liet Ju is a part time employee of our Group.

For FY2008 and FY2009, the Related Employees received an aggregate remuneration (comprising
salary, bonus, directors fees and benefits-in-kind) of approximately S$174,000 and S$223,000
respectively, from our Group. The basis of determining their remuneration is the same as the basis of
determining the remuneration of other unrelated employees.

For the financial year ended 30 September 2010, the estimated aggregate remuneration of the Related
Employees amounted to approximately S$189,000.

The remuneration of the Related Employees will be reviewed annually by our Remuneration Committee
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. Any bonuses, pay
increases and/or promotions for the Related Employees will also be subject to the review and approval
of our Remuneration Committee. In addition, any new employment of related employees and the
proposed terms of their employment will also be subject to the review and approval of our Nominating
Committee. In the event that a member of our Remuneration Committee or Nominating Committee is
related to the employee under review, he will abstain from the review.

137
 DIRECTORS, MANAGEMENT AND STAFF

SERVICE AGREEMENTS

On 19 January 2011, our Company entered into separate service agreements (collectively, the
Service Agreements and individually, the Service Agreement) with our Executive Directors,
Messrs Chew Eng Hoe and Chew Chee Bin, and our Chief Financial Officer, Ms Tay Bee Gek Dorriz
(collectively, the Executives and individually, the Executive).

The Service Agreements shall take effect from the date of admission of our Company to Catalist (the
Commencement Date) and shall continue for an initial period of three (3) years (the Initial Term).
Upon the expiry of the Initial Term, the employment of the Executives may be extended for such further
period on the terms and subject to the conditions to be agreed between the Executives and our
Company and in accordance with the listing requirements of the SGX-ST. During the Initial Term, either
party may only terminate the Service Agreements by giving to the other party not less than six (6)
months written notice, or in lieu of such notice an amount equal to six (6) months salary based on the
Executives last drawn monthly salary.

Notwithstanding the other provisions of the Service Agreement, our Company shall be entitled to
terminate the appointment, but without prejudice to the rights and remedies of our Company for any
breach of the Service Agreement and to the Executives continuing obligations under the Service
Agreement, in any of the following cases:

(a) if the Executive is convicted or otherwise found guilty by any court of any offence involving fraud
or dishonesty;

(b) if the Executive is convicted of any criminal offence (save for an offence under any road traffic
legislation for which he is not sentenced to any term of immediate or suspended imprisonment);

(c) if the Executive becomes bankrupt or has a receiving order made against him or makes any
general composition with his creditors;

(d) if the Executive is guilty of any act or thing which may bring serious discredit on our Company or
on our Group;

(e) if the Executive neglects or refuses, without reasonable cause, to attend to the business of our
Company;

(f) if the Executive flagrantly or persistently fails to observe and perform any of the duties and
obligations imposed by the Service Agreement or which are imposed by law;

(g) if the Executive otherwise acts in breach of the Service Agreement so as to materially prejudice
the business of our Company;

(h) if the Executive becomes prohibited by law or any order from any regulatory body or governmental
body from being an employee or director of our Company; or

(i) if the Executive suffers any physical or mental ailment or incapacity which prevents him from
performing any of the duties and obligations imposed by the Service Agreement.

The Service Agreements provided for, inter alia, the salary payable to the Executives, annual leave,
medical benefits, grounds of termination and certain restrictive covenants (including non-compete
obligation).

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 DIRECTORS, MANAGEMENT AND STAFF

Pursuant to the terms of the Service Agreements, the Executives are entitled to monthly salaries as set
out below. In addition, each of the Executives is also entitled to receive an annual wage supplement of
one (1) months salary per annum. The remuneration of the Executives is subject to review by our
Board at the end of each financial year of our Company. The relevant Executive shall abstain from
voting in respect of any resolution or decision to be made by our Board in relation to the terms and
renewal of his or her Service Agreement.

Executives Monthly Salary

Chew Chee Bin S$15,000

Chew Eng Hoe S$15,000

Tay Bee Gek Dorriz S$11,000

In addition, our Company shall pay each Executive an incentive bonus (the Incentive Bonus) based
on our Groups PBT, provided that our PBT equals to or exceeds S$2 million for the financial year. For
this purpose, PBT refers to the audited profit before income tax (before the Incentive Bonus,
non-recurring exceptional items and minority interests) of our Group for the relevant financial year. The
amount of Incentive Bonus that each Executive will receive in each financial year will be determined as
follows:

Amount/Rate of Incentive Bonus

PBT Chew Chee Bin Chew Eng Hoe Tay Bee Gek Dorriz

Less than S$2 million

Equal to S$2 million 1.5% 1.5% 0.75%
More than S$2 million S$30,000 plus 1.875% S$30,000 plus 1.875% S$15,000 plus 0.9375%
but less than or equal to of the amount in excess of the amount in excess of the amount in excess
S$4 million of S$2 million of S$2 million of S$2 million
More than S$4 million S$67,500 plus 2% of the S$67,500 plus 2% of the S$33,750 plus 1%
amount in excess of amount in excess of of the amount in excess
S$4 million S$4 million of S$4 million

Where the employment of each of the Executives is not for a full financial year, his or her portion of the
Incentive Bonus will be pro-rated accordingly.

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. The Executives shall not be entitled to further Directors fees under the Service
Agreements.

In addition, our Company shall continue to provide Mr Chew Eng Hoe with the use of a car of such make
and model and capacity to be decided by the Directors to enable him to perform his duties and shall
also bear the premiums for insurance, road tax and the running expenses relating to the use of the car
by him. Our Company will also reimburse Mr Chew Chee Bin and Ms Tay Bee Gek Dorriz for all running
expenses (including petrol, lubrication, maintenance and repairs) of his car and will provide Ms Tay Bee
Gek Dorriz with a fixed monthly car allowance of S$1,500.

All travelling, hotel, mobile phone and other out-of-pocket expenses reasonably and properly incurred
by the Executives in the reasonable and proper discharge of their duties on behalf of our Group will be

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 DIRECTORS, MANAGEMENT AND STAFF

borne by our Company, subject to limits from time to time set by the Directors. The Executives shall also
be entitled such medical and dental benefits of up to S$1,500 per annum.

Subject to the approvals of the Shareholders of our Company, the SGX-ST and other regulatory
authorities, where necessary, the Executives shall be eligible to participate in any other employee
scheme or plan implemented by our Company on such terms as may be determined by our
Remuneration Committee at its sole and absolute discretion.

Pursuant to their respective Service Agreements, each Executive shall not, at any time during the
period of his or her employment with our Company and for a period of two (2) years after the termination
of his or her employment with our Company, within Singapore and any other jurisdiction where our
Group operates directly or indirectly carry on or be engaged or interested in any capacity in any other
business, trade or occupation whatsoever, except, in a business, trade or occupation which does not
compete with the business of our Company or any member of our Group or as disclosed in this Offer
Document; either solely or jointly with or on behalf of any person, firm or corporation directly or indirectly
carry on or be engaged or interested in any business competing with the business of our Company or
any member of our Group; or solicit the customer of any person who is or has been at any time during
the period of his employment a customer of our Company for the purpose of offering to such customer
goods or services similar to or competing with those of the business of our Company or our Group; or
cause or permit any person or company directly or indirectly under his or her control or in which he has
any beneficial interests to do any of the foregoing acts or things.

Each of the Executives shall keep secret and shall not at any time (whether during the appointment or
after the termination of the appointment for whatever reason) use for his or her own or anothers
advantage, business methods or information which the Executive knew or ought reasonably to have
known to be confidential concerning the business or affairs of our Company or any member of our
Group so far as they shall have come to his or her knowledge during the appointment.

Had the Service Agreements been in effect for FY2010, the aggregate remuneration (including CPF
contributions, bonus and benefits-in-kind) payable to the Executives would have been approximately
S$713,000 instead of S$94,000 and the combined profit net of tax would be approximately S$2.54
million instead of S$3.05 million.

Save as disclosed above, there are no other existing or proposed service contracts entered or to be
entered into by our Directors or our Executive Officers with our Company or our subsidiaries. There are
no existing or proposed service agreements entered into or to be entered into by our Directors with our
Company or our subsidiaries which provide for benefits upon termination of employment.

Our Group has also previously entered into various letters of employment with all our Executive
Directors and Executive Officers in the ordinary course of business in accordance with the general
employee/staff guidelines, practices and policies. Such letters typically provide for the salary payable
to our Executive Officers and Executive Directors, their working hours, medical benefits, grounds of
termination and certain restrictive covenants.

140
 CHEWS PERFORMANCE SHARE PLAN

In conjunction with our listing on Catalist, we have adopted a performance share plan known as the
Chews Performance Share Plan which was approved at an extraordinary general meeting of our
Shareholders held on 19 January 2011. A summary of the rules of the Performance Share Plan is set
out in section 3 below. Capitalised terms as used throughout this section, unless otherwise defined,
shall bear the meanings as defined in section 2 of Appendix C Rules of the Chews Performance
Share Plan of this Offer Document.

1. Objectives Of The Performance Share Plan

The objectives of the Performance Share Plan are to:

(a) foster a culture of ownership within our Group which aligns the interests of Group Executives
with the interests of Shareholders;

(b) motivate Participants to achieve key financial and operational goals of our Company and/or
their respective business units and encourage greater dedication and loyalty to our Group;
and

(c) make total employee remuneration sufficiently competitive to recruit new Participants and/or
retain existing Participants whose contributions are important to the long term growth and
profitability of our Group.

2. The Performance Share Plan

Awards granted under the Performance Share Plan will principally be performance-based,
incorporating an element of stretched targets for senior executives and significantly stretched
targets for key senior management, aimed at delivering long-term Shareholder value. Examples
of performance targets to be set include targets based on criteria such as sales growth, EPS and
return on investment.

The Performance Share Plan uses methods fairly common among major local and multinational
companies to incentivise and motivate senior executives and key senior management to achieve
pre-determined targets, which we believe will create and enhance economic value for
Shareholders. Our Company believes that the Performance Share Plan will be an effective tool in
motivating senior executives and key senior management to work towards stretched targets.

The Performance Share Plan contemplates the award of fully-paid Shares, when and after
pre-determined performance or service conditions are accomplished.

A Participants Award under the Performance Share Plan will be determined at the sole discretion
of the Committee. In considering the grant of an Award to a Participant, the Committee may take
into account, amongst others, the Participants capability, creativity, entrepreneurship,
innovativeness, scope of responsibility and skill set.

Awards granted under the Performance Share Plan will be performance-based, with performance
targets to be set over a designated performance period. Performance targets set are intended to
be premised on medium-term corporate objectives covering market competitiveness, quality of
returns, business growth and productivity growth.

The performance targets will be stretched targets aimed at sustaining long-term growth. These
targets will be tied in with the Boards as well as the Executive Chairmans and Managing
Directors corporate key performance indicators.

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Under the Performance Share Plan, Participants are encouraged to continue serving our Group
beyond the deadline for the achievement of the pre-determined performance targets. The
Committee has the discretion to impose a further vesting period after the performance period to
encourage the Participants to continue serving our Group.

3. Summary Of Rules Of The Performance Share Plan

3.1 Eligibility

Full-time Group Executives who have attained the age of 21 years as of the Award Date and hold
such rank as may be designated by the Committee from time to time are eligible to participate in
the Performance Share Plan. Group Executive Directors and Group Non-Executive Directors
(including Independent Directors) of our Group are eligible to participate in the Performance
Share Plan. The Participant must also not be an undischarged bankrupt and must not have
entered into a composition with his creditors.

Persons who are Controlling Shareholders or Associates of a Controlling Shareholder who meet
the criteria above are also eligible to participate in the Performance Share Plan provided that the
participation of and the terms of each grant and the actual number of Awards granted under the
Performance Share Plan 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 subject to the following:

(a) the aggregate number of Shares comprised in Awards granted to Controlling Shareholders
or Associates of Controlling Shareholders under the Performance Share Plan shall not
exceed 25% of the aggregate number of Shares (comprised in Awards) which may be
granted under the Performance Share Plan; and

(b) the number of Shares available to each Controlling Shareholder or Associate of a Controlling
Shareholder shall not exceed 10% of the Shares available under the Performance Share
Plan.

3.2 Awards

Awards represent the right of a Participant to receive fully-paid Shares free-of-charge, provided
that certain prescribed performance targets (if any) are met and upon expiry of the prescribed
performance period.

Shares which are issued and allotted or transferred to a Participant pursuant to the grant of an
Award shall not be transferred, charged, assigned, pledged or otherwise disposed of, in whole or
in part, during a specified period (as prescribed by the Committee in the Award letter), except to
the extent approved by the Committee.

The Committee may, in its absolute discretion, make a Release of an Award, wholly or partly, in
the form of cash rather than Shares.

3.3 Participants

The selection of a Participant and the number of Shares (which are the subject of each Award) to
be granted to a Participant in accordance with the Performance Share Plan shall be determined
at the absolute discretion of the Committee, which shall take into account criteria such as his rank,

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job performance, years of service and potential for future development, his contribution to the
success and development of our Group and, if applicable, the extent of effort and resourcefulness
required to achieve the performance target(s) within the performance period.

3.4 Details of Awards

The Committee shall decide, in relation to an Award:

(a) the Participant;

(b) the Award Date;

(c) the Performance Period;

(d) the number of Shares which are the subject of the Award;

(e) the Performance Condition;

(f) the Release Schedule; and

(g) any other condition(s) which the Committee may determine in relation to that Award.

3.5 Timing

Awards may be granted at any time in the course of a financial year. An Award Letter confirming
the Award and specifying, amongst others, the Award Date, the Performance Condition(s), the
number of Shares which are the subject of the Award, the Performance Period and the Release
Schedule setting out the extent to which Shares will be released on satisfaction of the prescribed
performance target(s), will be sent to each Participant as soon as is reasonably practicable after
the granting of an Award.

3.6 Events Prior to Vesting

Special provisions for the vesting, lapsing and/or cancellation of Awards apply in certain
circumstances including the following:

(a) misconduct on the part of a Participant as determined by the Committee in its discretion;

(b) where the Participant is a Group Executive, upon the Participant ceasing to be in the
employment of our Group for any reason whatsoever (other than as specified in paragraph
(e) below);

(c) an order being made or a resolution passed for the winding-up of our Company on the basis,
or by reason, of its insolvency;

(d) the bankruptcy of a Participant or the happening of any other event which results in him
being deprived of the legal or beneficial ownership of the Award;

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(e) the Participant, being a Group Executive, ceases to be in the employment of our Group by
reason of:

(i) ill health, injury or disability (in each case, evidenced to the satisfaction of the
Committee);

(ii) redundancy;

(iii) retirement at or after the legal retirement age;

(iv) retirement before the legal retirement age with the consent of the Committee;

(v) the company by which he is employed or to which he is seconded, as the case may be,
ceasing to be a company within our Group or the undertaking or part of the undertaking
of such company being transferred otherwise than to another company within our
Group;

(vi) his transfer of employment between companies within the Group;

(vii) his transfer to any government ministry, governmental or statutory body or corporation
at the direction of any company within our Group; or

(viii) any other event approved by the Committee;

(f) the death of a Participant;

(g) any other event approved by the Committee; or

(h) a take-over, reconstruction or amalgamation of our Company or an order being made or a

resolution passed for the winding-up of our Company (other than as provided in paragraph
(c) above or for reconstruction or amalgamation).

Upon the occurrence of any of the events specified in paragraphs (a), (b) and (c), an Award
then held by a Participant shall, subject as provided in the Rules of the Performance Share
Plan and to the extent not yet Released, immediately lapse without any claim whatsoever
against our Company.

Upon the occurrence of any of the events specified in paragraphs (d), (e), (f) and (g) above,
the Committee may, in its absolute discretion, preserve all or any part of any Award and
decide either to Vest some or all of the Shares which are the subject of the Award or to
preserve all or part of any Award until the end of the relevant Performance Period. In
exercising its discretion, the Committee will have regard to all circumstances on a
case-by-case basis, including (but not limited to) the contributions made by that Participant
and, in the case of performance-related Awards, the extent to which the applicable
Performance Conditions have been satisfied.

Upon the occurrence of the event specified in paragraph (h) above, the Committee will
consider, at its discretion, whether or not to Release any Award, and will take into account
all circumstances on a case-by-case basis, including (but not limited to) the contributions
made by that Participant. If the Committee decides to Release any Award, then in
determining the number of Shares to be vested in respect of such Award, the Committee will
have regard to the proportion of the Performance Period which has lapsed and the extent to
which the applicable Performance Conditions have been satisfied.

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3.7 Size and Duration of the Performance Share Plan

The aggregate number of Shares which may be issued or transferred pursuant to Awards granted
under the Performance Share Plan, when added to (i) the number of Shares issued and issuable
and/or transferred or transferable in respect of all Awards granted thereunder; and (ii) all Shares
issued and issuable and/or transferred or transferable in respect of all options granted or awards
granted under any other share incentive schemes or share plans adopted by the Company for the
time being in force, including the Options granted under the Share Option Scheme, shall not
exceed 15% of the issued share capital (excluding treasury shares) of our Company on the day
preceding the relevant date of the Award.

In addition, the number of Shares available to Controlling Shareholders or Associates of a

Controlling Shareholder are subject to the following:

(a) the aggregate number of Shares comprised in Awards granted to Controlling Shareholders
or Associates of Controlling Shareholders under the Performance Share Plan shall not
exceed 25% of the aggregate number of Shares (comprised in Awards) which may be
granted under the Performance Share Plan; and

(b) the number of Shares available to each Controlling Shareholder or Associate of a Controlling
Shareholder shall not exceed 10% of the Shares available under the Performance Share
Plan.

The Performance Share Plan shall continue in force at the discretion of the Committee, subject
to a maximum period of ten (10) years commencing on the date on which the Performance Share
Plan is adopted by our Company in general meeting, provided always that the Performance Share
Plan may continue beyond the above stipulated period with the approval of Shareholders in
general meeting and of any relevant authorities which may then be required.

Notwithstanding the expiry or termination of the Performance Share Plan, any Awards made to
Participants prior to such expiry or termination will continue to remain valid.

We have made an application to the SGX-ST for permission to deal in and for quotation of new
Shares which may be issued upon the grant of Awards under the Performance Share Plan. The
approval of the SGX-ST is not to be taken as an indication of the merits of our Group, our Shares
or the Shares which are the subject of the Awards.

3.8 Operation of the Performance Share Plan

Subject to the prevailing legislation, our Company may deliver Shares to Participants upon
Vesting of their Awards by way of an issue of new Shares deemed to be fully paid upon their
issuance and allotment and/or by way of the transfer of treasury shares (by way of purchasing
existing Shares from the market for delivery to Participants pursuant to the Act).

In determining whether to issue new Shares to Participants or to purchase existing Shares upon
vesting of their Awards, our Company will take into account factors such as (but not limited to) the
number of Shares to be delivered, the prevailing market price of the Shares and the cost to our
Company of either issuing new Shares or purchasing existing Shares.

Additionally, our Company has the flexibility, and if circumstances require, to approve the Release
of an Award, wholly or partly, in the form of cash rather than Shares. In determining whether to
Release an Award, wholly or partly, in the form of cash rather than Shares, our Company will take
into account factors such as (but not limited to) the cost to the Company of Releasing an Award,
wholly or partly, in the form of cash rather than Shares.

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The financial effects of the above methods are discussed in paragraph 7 below.

New Shares issued and allotted, and existing shares procured by the Company for transfer, on the
Release of an Award shall be eligible for all entitlements, including dividends or other distributions
declared or recommended in respect of the then existing Shares, the record date for which is on
or after the relevant date of issue or, as the case may be, delivery, and shall in all other respects
rank pari passu with other existing Shares then in issue.

The Committee shall have the discretion to determine whether the Performance Condition has
been satisfied (whether fully or partially) or exceeded; and in making any such determination, the
Committee shall have the right to make reference to the audited results of our Company or our
Group 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 target(s) if the Committee decides that a changed performance target would be
a fairer measure of performance.

4. Adjustments And Alterations Under The Performance Share Plan

The following describes the adjustment events under, and provisions relating to alterations of, the
Performance Share Plan.

4.1 Adjustment Events

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 or reduction) 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
Performance Share Plan

shall be adjusted in such manner as the Committee may determine to be appropriate, provided
that no adjustment shall be made if as a result, the Participant receives a benefit that a
Shareholder does not receive.

The issue of securities as consideration for an acquisition or a private placement of securities or

the cancellation of issued Shares purchased or acquired by our Company by way of a market
purchase of such Shares undertaken by our Company on the SGX-ST during the period when a
share purchase mandate granted by Shareholders (including any renewal of such mandate) is in
force shall not normally be regarded as a circumstance requiring adjustment, unless the
Committee considers an adjustment to be appropriate.

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.

4.2 Modifications or Alterations to the Performance Share Plan

The Performance Share Plan may be modified and/or altered from time to time by a resolution of
the Committee subject to the prior approval of our Shareholders and the SGX-ST and such other
regulatory authorities as may be necessary.

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However, no modification or alteration shall adversely affect the rights attached to Awards granted
prior to such modification or alteration except with the written consent of such number of
Participants under the Performance Share Plan who, if their Awards were Released to them,
would thereby become entitled to not less than three quarters of all the Shares which would fall
to be Vested upon Release of all outstanding Awards under the Performance Share Plan.

No alteration shall be made to particular rules of any of the Performance Share Plan to the
advantage of the holders of the Awards, as the case may be, except with the prior approval of
Shareholders in general meeting.

5. Disclosures in Annual Reports

Our Company will make such disclosures in its annual report for so long as the Performance
Share Plan continues in operation as from time to time required by the Listing Manual including
the following (where applicable):

(a) the names of the members of the Committee administering the Performance Share Plan;

(b) in respect of the following Participants:

(i) Directors of our Company;

(ii) Controlling Shareholders and their Associates; and

(iii) Participants (other than those in paragraphs (i) and (ii) above) who have received
Shares pursuant to the Release of Awards granted under the Performance Share Plan
which, in aggregate, represent 5% or more of the aggregate number of new Shares
available under the Performance Share Plan;

the following information:

(aa) the name of the Participant;

(bb) the aggregate number of Shares comprised in Awards granted during the financial year
under review;

(cc) the number of new Shares issued to such Participant during the financial year under
review;

(dd) the number of existing Shares purchased for delivery pursuant to Release of Awards
to such Participant during the financial year under review;

(ee) the aggregate number of Shares comprised in Awards which have not been released
as at the end of the financial year under review;

(ff) the aggregate number of Shares comprised in Awards granted since the
commencement of the Performance Share Plan to the end of the financial year under
review;

(gg) the number of new Shares allotted to such Participant since the commencement of the
Performance Share Plan to the end of the financial year under review; and

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(hh) the number of existing Shares transferred to the Participant since the commencement
of the Performance Share Plan to the end of the financial year under review.

(c) in relation to the Performance Share Scheme:

(i) the aggregate number of Shares comprised in Awards Vested since the
commencement of the Performance Share Plan to the end of the financial year under
review;

(ii) the aggregate number of new Shares issued which are comprised in the Awards
Vested during the financial year under review; and

(iii) the aggregate number of Shares comprised in Awards which have not been Released,
as at the end of the financial year under review; and

(d) such other information as may be required by the Listing Manual or the Act.

If any of the above is not applicable, an appropriate negative statement shall be included therein.

6. Role and Composition of the Committee

The Committee responsible for the administration of the Performance Share Plan will comprise
such Directors duly authorised and appointed by the Board of Directors to administer the
Performance Share Plan, 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.

7. Financial Effects of the Performance Share Plan

Financial Reporting Standard 102, Share-based payment (FRS 102) relating to share-based
payment takes effect for all listed companies beginning 1 January 2005. 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 the income statement 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 the income statement with a corresponding adjustment to the reserve
account. After the Vesting Date, no adjustment to the charge to the income statement is made.
This accounting treatment has been referred to as the modified grant date method because the
number of Shares included in the determination of the expense relating to employee services is
adjusted to reflect the actual number of Shares that eventually Vest but no adjustment is made to
changes in the fair value of the Shares since the grant date.

The amount charged to the profit and loss account would be the same whether the Company
settles the Awards by issuing new Shares or by purchasing existing Shares. The amount of the
charge to the income statement 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

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being met is taken into account in estimating the fair value of the Award granted at the grant date,
and no adjustments to the amounts charged to the income statement 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 the income statement 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 the income statement
if the Awards do not ultimately Vest.

In the event that the Participants receive cash, our Company shall measure the fair value of the
liability at grant date. Until the liability is settled, our Company shall re-measure the fair value of
the liability at each accounting date and at the date of settlement, with changes in the fair value
recognised in the income statement.

The following sets out the financial effects of the Performance Share Plan.

7.1 Share capital

The Performance Share Plan will result in an increase in our Companys issued Shares where
new Shares are issued to Participants. The number of new Shares issued will depend on,
amongst others, the size of the Awards granted under the Performance Share Plan. In any case,
the Performance Share Plan provides that the aggregate number of Shares which may be issued
or transferred pursuant to Awards granted under the Performance Share Plan, when added to (i)
the number of Shares issued and issuable and/or transferred or transferable in respect of all
Awards granted thereunder; and (ii) all Shares issued and issuable and/or transferred or
transferable in respect of all options granted or awards granted under any other share incentive
schemes or share plans adopted by the Company for the time being in force, including the Options
granted under the Share Option Scheme, shall not exceed 15% of the issued share capital
(excluding treasury shares) of our Company on the day preceding the relevant date of the Award.

If instead of issuing new Shares to Participants, treasury shares are transferred to Participants
and our Company pays the equivalent cash value, the Performance Share Plan would have no
impact on our Companys total number of issued Shares.

7.2 NTA

As described in paragraph 7.3 below on EPS, the Performance Share Plan is likely to result in a
charge to our Companys income statement 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 the FRS 102.
When new Shares are issued under the Performance Share Plan, there would be no effect on the
NTA. However, if 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.

7.3 EPS

The Performance Share Plan is likely to result in a charge to earnings over the period from the
grant date to the Vesting Date, computed in accordance with the FRS 102.

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It should again be noted that the delivery of Shares to Participants of the Performance Share Plan
will generally be contingent upon the Participants meeting the prescribed performance targets and
conditions.

7.4 Dilutive Impact

It is expected that the dilutive impact of the Performance Share Plan on the NTA per Share and
EPS will not be significant.

8. Participation of Group Executive Directors and Group Executives

The extension of the Performance Share Plan to Group Executive Directors and Group
Executives allows us to have a fair and equitable system to reward Group Executive Directors and
Group Executives who have made and who continue to make significant contributions to the
long-term growth of our Group and to inculcate in Participants a stronger and more lasting sense
of identification with our Group.

We believe that the Performance Share Plan will also enable us to attract, retain and provide
incentives to its Participants to optimise their standards of performance as well as encourage
greater dedication and loyalty by enabling our Company to give recognition to past contributions
and services as well as motivating Participants generally to contribute towards the long-term
growth of our Group.

9. Participation of Group Non-Executive Directors (including Independent Directors) of our

Company

The extension of the Performance Share Plan to the Group Non-Executive Directors (including
Independent Directors) allows the Group to have a fair and equitable system that recognises and
benefits not only persons who are in the direct employment of our Company but also persons who
are not employed but nevertheless work closely with our Company and/or are in the position to
contribute their experience, knowledge and expertise to the development and success of our
Company.

Although the Group Non-Executive Directors are not involved in the day-to-day running of our
Company, they are nonetheless in a position to provide valuable support, input and business
contacts and to contribute their experience, knowledge and expertise, and/or to provide our
Company and our Group with strategic business alliances and opportunities. The Group
Non-Executive Directors are individuals from various disciplines with different working
experiences and backgrounds which we may tap for assistance in furthering our business
objectives and shaping our business strategies. It is desirable that the Group Non-Executive
Directors of our Company be allowed to participate in our Performance Share Plan to give
recognition to their services and contributions.

For the purpose of assessing the contributions of the Group 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
Group Non-Executive Directors. In addition, the Committee will also consider the scope of advice
given, the number of contacts and size of deals which the Company is able to procure from the
contacts and recommendations of the Group Non-Executive Directors.

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The 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.

We do not expect that the grant of Awards to our Group Non-executive Directors, some of whom
are also members of our Audit Committee, will compromise their independence, as the total
number of Shares issued pursuant to Awards granted to our Group Non-Executive Directors will
not be significant.

10. Participation of Controlling Shareholders or Associates of Controlling Shareholders

The purpose of the participation of Controlling Shareholders and Associates of Controlling

Shareholders in the Performance Share Plan is to provide an opportunity for eligible Group
Executives (including Group Executive Directors) and Group Non-Executive Directors who are
Controlling Shareholders or Associates of Controlling Shareholders who have contributed or
continue to contribute significantly to the growth and performance of the Group to participate in
the equity of the Company.

We acknowledge that the services and contributions of the 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 Performance Share Plan to the eligible Directors and
employees who are Controlling Shareholders or Associates of our Controlling Shareholders
allows our Company to have a fair and equitable system for rewarding the eligible Directors and
employees who have made and continue to make important contributions to the long-term growth
of our Group notwithstanding that they are Controlling Shareholders or Associates of our
Controlling Shareholders.

Although the Controlling Shareholders and/or their Associates may already have shareholding
interests in the Company, including them in the Performance Share Plan will ensure that they are
equally entitled with other eligible Group Executives (including Group Executive Directors) and
Group Non-Executive Directors who are not Controlling Shareholders or Associates of 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
Performance Share Plan solely by reason that he/she is a Controlling Shareholder or an Associate
of our Controlling Shareholder.

The specific approval of our independent Shareholders is required for the participation of and the
grant of Awards to such persons 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 our Controlling
Shareholders and/or Associates of our Controlling Shareholders, the number of Shares and terms
of the Awards to be granted to them shall be provided. Accordingly, we are of the view that there
are sufficient safeguards against any abuse of the Performance Share Plan resulting from the
participation of Controlling Shareholders and Associates of Controlling Shareholders.

As at the date of this Offer Document, our Controlling Shareholder is Fenghe Investment and we
do not have any Controlling Shareholders who are individuals.

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 CHEWS EMPLOYEE SHARE OPTION SCHEME

In conjunction with our listing on Catalist, we have adopted a share option scheme known as the
Chews Employee Share Option Scheme which was approved at an extraordinary general meeting of
our Shareholders held on 19 January 2011. The rules of our Share Option Scheme are set out in
Appendix D Rules of the Chews Employee Share Option Scheme of this Offer Document.
Capitalised terms used herein, unless otherwise defined, bear the same meanings as defined in section
2 of Appendix D Rules of the Chews Employee Share Option Scheme of this Offer Document.

1. Objectives of the Share Option Scheme

The purpose of our Share Option Scheme is to provide an opportunity for Directors (including
Non-Executive Directors and Independent Directors) and Employees of our Group to participate
in the equity of our Company so as to motivate them to greater dedication, loyalty and higher
standards of performance, and to give recognition to those who have contributed significantly to
the growth and performance of our Company and/or our Group. Our Company believes that aside
from the Chews Performance Share Plan, an additional share-based compensation scheme will
strengthen the overall effectiveness of its performance-based compensation schemes in
rewarding our Employees and Directors and incentivising them to achieve higher performance
targets and strive for the long-term prosperity of our Company and/or our Group.

Our Share Option Scheme is proposed on the basis that it is important to recognise the fact that
the services of our Employees and Directors are important to the success and continued
well-being of our Group. The implementation of our Share Option Scheme will enable our
Company to give our Employees and Directors a direct interest in our Company, and will also help
to achieve the following positive objectives:

(i) the motivation of Participants to optimise performance standards and efficiency and to
maintain a high level of contribution;

(ii) the retention of key Employees whose contributions are important to the long term growth
and prosperity of our Group;

(iii) the attainment of harmonious employer/employee relations;

(iv) to align the interest of Employees and other Participants with the interests of the
Shareholders; and

(v) the development of a participatory style of management which promotes greater

commitment and dedication amongst the Employees and instils loyalty and a stronger sense
of identification with the long term prosperity of our Group.

2. Summary of the Rules of the Share Option Scheme

2.1 Eligibility

Full-time Employees of our Group, Executive Directors and Non-Executive Directors (including
Independent Directors) who have attained the age of 21 years on or before the Offering Date are
eligible to participate in the Share Option Scheme. The Participant must also not be an
undischarged bankrupt and must not have entered into a composition with his creditors.

Persons who are Controlling Shareholders or Associates of Controlling Shareholders who meet
the criteria above are also eligible to participate in the Share Option Scheme provided that the
participation of and the actual number of Shares to be issued to them and the terms of any Option

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to be granted to each Controlling Shareholder or Associate of Shareholder shall be approved by

independent Shareholders in separate resolutions for each such person subject to the following:

(a) the aggregate number of Shares which may be offered by way of grant of Options to
Participants who are Controlling Shareholders or Associates of Controlling Shareholders
under the Share Option Scheme shall not exceed 25% of the total number of Shares
available under this Share Option Scheme; and

(b) the number of Shares available to each Controlling Shareholder or Associate of a Controlling
Shareholder shall not exceed 10% of the Shares available under the Share Option Scheme.

2.2 Limitations on the Share Option Scheme

Size

The aggregate number of Shares which the Committee may grant Options on any date, when
added to (i) the number of Shares issued and issuable and/or transferred or transferable in
respect of all Options granted under this Share Option Scheme; and (ii) all Shares issued and
issuable and/or transferred or transferable in respect of all options granted or awards granted
under any other share incentive schemes or share plans adopted by our Company for the time
being in force, including the Awards granted under the Performance Share Plan, shall not exceed
15% of the issued share capital (excluding treasury shares) of our Company on the date
preceding the grant of an Option.

Our 15% Share Option Scheme size (which shall take into consideration any Shares proposed to
be awarded pursuant to the Chews Performance Share Plan) is intended to accommodate the
potential pool of participants arising from our base of eligible participants. We also hope that with
the significant portion of our issued share capital set aside for the Share Option Scheme, our
Employees and Directors will recognise that we are making a good effort to reward them for their
invaluable contributions to our Company by allowing them greater opportunities to participate in
our equity.

We are of the view that the size of the Share Option Scheme is reasonable, taking into account
the share capital base of our Company, the contributions by our Employees and Directors and the
potential number of Employees as our business expands. Implementing the Share Option
Scheme with the maximum amount of Shares not exceeding 15% (including the Shares available
under the Chews Performance Share Plan) of the total issued share capital of our Company will
enable us to maintain flexibility and remain competitive in the industry.

2.3 Entitlement

Subject to the size of the Share Option Scheme as described above and any requirements of the
SGX-ST, the aggregate number of Shares in respect of which Options may be offered for
subscription shall be determined at the discretion of our Committee which will take into
consideration criteria such as rank, past performance, years of service and potential for future
development of the Participant.

2.4 Grant of Options

The Committee may grant Options at any time during the period when the Share Option Scheme
is in force. However, in the event that an announcement on any matter of an exceptional nature

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involving unpublished price sensitive information is imminent, the Committee may only grant
Options on or after the second Market Day from the date on which the announcement is released.

2.5 Acceptance of Options

Options granted to our Directors and Employees shall not be transferred, charged, assigned,
pledged or otherwise disposed of or encumbered in whole or in part save as provided for in the
rules of the Share Option Scheme. All offers made to our Directors and Employees, if not
accepted by the closing date (which shall not be less than 15 days and not more than 30 days
from the date of the offer) shall automatically lapse and shall be null and void and of no effect.
Upon acceptance of the offer, the Participant must pay to us a consideration of S$1.00.

2.6 Exercise of Options

Except as provided in the rules of the Share Option Scheme, each Option shall be exercisable,
in whole or in part, as follows:

(i) in the case of a Market Price Option, during the period commencing after the first
anniversary of the Offering Date and expiring on the tenth anniversary of such Offering Date,
provided that in the case of a Market Price Option which is granted to a Participant not
holding a salaried office or employment in our Group, such Option Period shall expire on the
fifth anniversary of such Offering Date; and

(ii) in the case of an Incentive Option, during the period commencing after the second
anniversary of the Offering Date and expiring on the tenth anniversary off such Offering
Date, provided that in the case of an Incentive Option which is granted to a Participant not
holding a salaried office or employment in our Group, such Option Period shall expire on the
fifth anniversary of the Offering Date.

In the event of an Option being exercised in part only, the balance of the Option not thereby
exercised shall continue to be exercisable in accordance with the Share Option Scheme until such
time as it shall lapse in accordance with the rules of the Share Option Scheme.

2.7 Exercise Price

Subject to any adjustment required pursuant to the rules of the Share Option Scheme, the
Exercise Price for each Share in respect of which a Market Price Option is exercisable shall be
determined by the Committee, in their absolute discretion, and fixed by the Committee at a price
(the Market Price) equal to the average of the last dealt prices for a Share, as determined by
reference to the daily official list or other publication published by the SGX-ST for the five (5)
consecutive Market Days immediately preceding the Offering Date of that Option, rounded up to
the nearest whole cent in the event of fractional prices provided in the case of a Market Price
Option that is proposed to be granted to a Controlling Shareholder or an Associate of a Controlling
Shareholder, the Exercise Price for each Share shall be equal to the average of the last dealt
process for a Share, as determined by reference to the daily official list published by the SGX-ST,
for the five (5) Market Days immediately preceding the latest practicable date prior to the date of
any circular, letter or notice to the Shareholders proposing to seek their approval of the grant of
such Options to such Controlling Shareholder or Associate of a Controlling Shareholder.

Subject to any adjustment required pursuant to the rules of the Share Option Scheme, the
Committee may also grant Incentive Options to the Participants at up to 20% discount to the

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Market Price provided that the maximum discount shall not exceed 20% of the Market Price (or
such other percentage or amount as may be prescribed or permitted for the time being by the
SGX-ST); and the prior approval of the shareholders of our Company in general meeting shall
have been obtained for the making of offers and grants of Options under this Share Option
Scheme at a discount not exceeding the maximum discount as aforesaid.

Incentive Options will only be granted to deserving executives and Employees whose
performance has been consistently good and/or whose future contributions to our Group will be
invaluable. The ability to offer Incentive Options at exercise prices up to 20% discount to the
Market Price 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 returns of our Group to a level that benefits all Shareholders when these are eventually
reflected through an appreciation of our Share price. Incentive Options would be perceived in a
more positive light by the Participants, inspiring them to work hard and produce results in order
to be granted Incentive Options as only Employees who have made outstanding contributions to
the success and development of our Group will be offered Incentive Options.

In determining which Participant should be granted Incentive Options and the quantum of the
discount, the Committee shall be at liberty to take into consideration such criteria as they deem
fit, including factors such as (i) the performance of our Company and our Group, taking into
account financial considerations such as our Groups sales/revenue, profit and performance
targets, (ii) the individual performance of the Participant, his effectiveness and contribution to the
success and development of our Group and (iii) the potential for future contribution by the
Participant to the success and development of our Group.

In addition, it is envisaged that we may consider granting Incentive Options at up to 20% discount
to the Market Price under circumstances including, but not limited to, the following:

(i) to enable our Group to offer competitive remuneration packages in the event that the
practice of granting options with exercise prices that have a discount element becomes a
general market norm. As share options become more significant components of executive
remuneration packages, a discretion to grant options with discounted prices will provide our
Group with a means to maintain the competitiveness of our Groups compensation strategy;
and/or

(ii) where our Group needs to provide more compelling motivation for specific business units to
improve their performance, grants of share options with discounted exercise prices will help
to align the interest of Employees to those of Shareholders by encouraging them to focus
more on profitability and returns of our Group above a certain level that will benefit all
Shareholders when these are eventually reflected through an appreciation of our Share
price, as such options granted at a discount would be perceived more positively by the
Employees who receive such options.

The Committee will determine on a case-by-case basis whether a discount will be given, and the
quantum of the discount, taking into consideration the objective that is desired to be achieved by
our Group and the prevailing market conditions. As the actual discount given will depend on the
relevant circumstances, the extent of the discount may vary from one case to another, subject to
a maximum discount of 20% of the Market Price of an Option Share, as described above.

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2.8 Lapse of Options

(i) An Option shall, to the extent that it is unexercised, lapse:

(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 Option; or

(b) in the event of misconduct on the part of the Participant, as determined by the
Committee in its absolute discretion; or

(c) subject to paragraphs (ii) and (iii) below, upon the Participant ceasing to be in full-time
employment of our Group, for any reason whatsoever; or

(d) in the event that the Committee shall, at its sole and absolute discretion, deem it
appropriate that such Option granted to a Participant shall so lapse on the grounds that
any of the objectives of the Share Option Scheme have not been met.

(ii) Where a Participant who is an Executive Director ceases to be an Employee of our Group
due to a change in control of the Board, he shall, be entitled to exercise in full all unexercised
Options from the last date of employment with our Group until the end of the relevant Option
Period.

(iii) 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 fully exercisable by the duly appointed
legal personal representatives of the Participant from the date of his death to the end of the
relevant Option Period and upon the expiry of such period, the Option shall immediately
lapse and become null and void.

2.9 Rights of Shares comprised in the Options

New Shares issued and allotted or existing Shares transferred upon the exercise of the 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 our
Company except for any dividends, rights, allotments or other distributions, the record date of
which is prior to the date of which such an Option is exercised. For this purpose, record date
means the date as at the close of business on which Shareholders must be registered in order to
participate in any dividend, rights, allotments or other distributions, as the case may be.

2.10 Duration of the Share Option Scheme

The Share Option Scheme shall continue in operation for a maximum duration of ten (10) years
commencing from the date on which the Share Option Scheme was adopted by our Company in
general meeting. However, the Share Option Scheme may continue beyond the period above with
the approval of the Shareholders in general meeting by way of ordinary resolution and the relevant
authorities.

The Share Option Scheme may also be terminated at any time by the Committee or by resolution
of our Shareholders at a general meeting subject to all other relevant approvals which may be
required and if the Share Option Scheme is so terminated, no further Options shall be offered by
our Company thereunder.

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2.11 Alteration of Capital

If a variation in the issued ordinary share capital of our Company (whether by way of rights issue
or capitalisation of profits or reserves, reduction of capital, or subdivision, consolidation or
distribution, or issues for cash or for shares or otherwise than for cash or otherwise howsoever)
should take place, then:

(a) the Exercise Price in respect of the Shares comprised in the Option to the extent
unexercised; and/or

(b) the class and/or number of Shares comprised in the Option to the extent unexercised and
the rights attached thereto; and/or

(c) the class and/or number of Shares in respect of which additional Options may be granted to
Participants,

shall, at the option of the Committee, be adjusted in such manner as it may determine to be
appropriate provided that, except in relation to the capitalisation issue, a written confirmation is
given by the Auditors (acting only as experts and not as arbitrators) that such adjustment is fair
and reasonable, and that no adjustment shall be made if as a result, the Participant receives a
benefit that a Shareholder does not receive.

The issue of securities as consideration for an acquisition of any assets or a private placement of
securities or the cancellation of issued Shares purchased or acquired by our Company by way of
a market purchase of such Shares undertaken by our Company on Catalist during the period
when a share purchase mandate granted by Shareholders (including any renewal of such
mandate) is in force shall not normally be regarded as a circumstance requiring adjustment,
unless the Committee considers an adjustment to be appropriate.

Upon any such adjustment being made, the Company shall notify the Participant in writing
informing him of the subscription price thereafter to be in effect and the number of Shares
thereafter to be issued on the exercise of the Option. Any adjustment shall take effect upon such
written notification being given.

3. Modifications or alterations to the Share Option Scheme

The Share Option Scheme may be modified and/or altered from time to time by a resolution of our
Committee, subject to the prior approval of SGX-ST and such other regulatory authorities as may
be necessary. However, no modification or alteration shall adversely affect the rights attached to
Options granted except with the written consent of Participants who are entitled to not less than
three quarters of all the Shares which would be issued or transferred upon exercise in full of all
outstanding Options held by Participants.

No alteration shall be made to the particular rules of the Share Option Scheme to the advantage
of the holders of the Options, except with the prior approval of Shareholders in a general meeting.

4. Administration

The Share Option Scheme will 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 Options granted or to be
granted to him.

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5. Cost of Options granted under the Share Option Scheme to our Group

Any Options granted under the Share Option Scheme would have a fair value. In the event that
such Options are granted at prices below the fair value of the Options, there will be a cost to our
Group. The amounts of such costs may be more significant in the case of Incentive Options,
where such Options are granted with exercise prices set at a discount to the prevailing market
price of the Shares. The cost to our Group of granting Options under the Share Option Scheme
is as follows:

(i) the exercise of an Option at the Exercise Price would translate into a reduction of the
proceeds from the exercise of such Option, as compared to the proceeds that our Group
would have received from such exercise had the exercise been made at the prevailing
market price of the Shares. Such reduction of the exercise proceeds would represent the
monetary cost to our Group;

(ii) as the monetary cost of granting Options with a discounted Exercise Price is borne by our
Group, the earnings of our Group would effectively be reduced by an amount corresponding
to the reduced interest earnings that our Group would have received from the difference in
proceeds from Exercise Price with no discount versus the discounted Exercise Price. Such
reduction would, accordingly, result in the dilution of our Groups EPS; and

(iii) with effect from financial year beginning on or after 1 January 2005, the FRS 102 will require
listed companies to measure equity-settled share-based payments at fair value at the date
of grant, which is then expensed off on a straight-line basis over the vesting period.

We have made an application to the SGX-ST for permission to deal in and for quotation of the
Shares which may be issued upon the exercise of the Options to be granted under the Share
Option Scheme. The approval of the SGX-ST is not to be taken as an indication of the merits of
our Group, our Shares or the Option Shares.

6. Disclosures in Annual Report

Our Company will make such disclosures in its annual report for so long as the Share Option
Scheme continues in operation as from time to time required by the Listing Manual including the
following (where applicable):

(i) the names of the members of the Committee;

(ii) in respect of the following Participants:

(a) Directors of our Company;

(b) Controlling Shareholders and their Associates; and

(c) Participants (other than those in paragraphs (a) and (b) above) who have received 5%
or more of the total number of Options available under the Share Option Scheme;

the following information:

(aa) the name of the Participant;

(bb) the number of Options granted during the financial year under review;

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(cc) the aggregate number of Options granted since the commencement of the Share
Option Scheme up to the end of the Financial Year under review;

(dd) the aggregate number of Options exercised since the commencement of the Share
Option Scheme up to the end of the Financial Year under review; and

(ee) the aggregate number of Options outstanding as at the end of the Financial Year under
review;

(iii) the number and proportion of Options granted at a discount during the Financial Year under
review in respect of every 10% range, up to the maximum quantum of discount granted; and

(iv) such other information as may be required by the Listing Manual or the Act.

An appropriate negative statement will be included in the annual report to the shareholders in the
event the disclosure of any of the abovementioned information is not applicable.

7. Participation of Executive Directors and Employees of our Group

The extension of the Share Option Scheme to Executive Directors and Employees of our Group
allows us to have a fair and equitable system to reward Executive Directors and Employees who
have made and who continue to make significant contributions to the long-term growth of our
Group.

We believe that the Share Option Scheme will also enable us to attract, retain and provide
incentives to its Participants to optimise their standards of performance as well as encourage
greater dedication and loyalty by enabling our Company to give recognition to past contributions
and services as well as motivating Participants generally to contribute towards the long-term
growth of our Group.

8. Participation of Non-Executive Directors (including Independent Directors) of our

Company

Our Company has some flexibility in formulating a share option scheme that recognises and
benefits not only persons who are in the direct employment of our Company but also persons who
are not employed but nevertheless work closely with our Company and/or are in the position to
contribute their experience, knowledge and expertise to the development and success of our
Company.

Although the Non-Executive Directors (including Independent Directors) of our Company are not
involved in the day-to-day running of our Company, they also play an invaluable role in the future
success of our Group. The Non-Executive Directors of our Company are in a position to provide
valuable support, input and business contacts and to contribute their experience, knowledge and
expertise, and/or to provide our Company and our Group with strategic business alliances and
opportunities. The Non-Executive Directors are individuals from various disciplines with different
working experiences and backgrounds which we may tap for assistance in furthering our business
objectives and shaping our business strategies. It is desirable that the Non-Executive Directors of
our Company be allowed to participate in the Share Option Scheme to give recognition to their
services and contributions and to further align their interests with that of our Group.

It is anticipated that remuneration to the Non-Executive Directors of our Company will be by way
of directors fees (for their services as directors of a company), which is wholly in the form of cash.

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No directors fees have been paid to any of the Non-Executive Directors of our Company. None
of the Non-Executive Directors of our Company is entitled to any profit sharing or other benefits.
Through the Share Option Scheme, our Company may acknowledge and give recognition to the
efforts, achievements and contributions made by such persons in a combination of cash and
Options. Although the level of their remuneration is in accordance with the level of remuneration
paid to non-executive directors of other companies, by allowing the Non-Executive Directors of
our Company to participate in the Share Option Scheme, our Company will have the flexibility to
consider, in the future, compensating the Non-Executive Directors of our Company for their
services in cash and in Options.

We intend to extend the Share Option Scheme to the Non-Executive Directors of our Company
as a token of our appreciation for their contribution, even though we recognise that the services
of such Directors cannot be measured in the same way as our full-time Employees. We envisage
that the bulk of the Options will be given to our Employees. Non-Executive Directors of our
Company will be granted the Options at the discretion of the Committee.

The Committee, when deciding on the selection of the Non-Executive Directors of our Company
to participate in the Share Option Scheme and the number of Shares to be comprised in the
Options to be offered, will take into consideration the nature and extent of their input, assistance
and expertise rendered to the committees on which they sit and the impact thereof on the growth,
success and development of our Company and our Group, as well as their involvement and
commitment to the committees on which they sit. The Committee may, where it considers
relevant, take into account other factors such as the economic conditions and our Companys
performance. The Non-Executive Directors of our Company will abstain from making any
recommendation as a Director or abstain from voting as a member of our Company when the
grant of Options to him or her is being considered. We will ensure that the number of Options
granted to the Non-Executive Directors of our Company will be such that any conflict of interests
that may potentially arise is kept minimal and that the independence of our Non-Executive
Directors of our Company is not compromised.

We do not expect that the grant of Options to our Non-Executive Directors, who are also members
of our Audit Committee, will compromise their independence, as the total number of Options
granted to our Non-Executive Directors will not be significant.

The Committee may in future grant Options to other Non-Executive Directors of our Company who
may be appointed from time to time. The ability to do so will ensure that we will be able to continue
to attract onto our boards persons of significant ability and aptitude.

9. Participation of Controlling Shareholders or Associates of Controlling Shareholders

The purpose for the participation of Employees who are Controlling Shareholders or Associates
of Controlling Shareholders in the Share Option Scheme is to provide an opportunity for eligible
Directors and Employees who have contributed or continue to contribute significantly to the
growth and performance of our Group to participate in the equity of our Company.

We acknowledge that the services and contributions of the 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 Share Option Scheme to the eligible Directors and
Employees who are Controlling Shareholders or Associates of our Controlling Shareholders
allows our Company to have a fair and equitable system for rewarding the eligible Directors and

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Employees who have made and continue to make important contributions to the long-term growth
of our Group notwithstanding that they are Controlling Shareholders or Associates of our
Controlling Shareholders.

Although Participants who are Controlling Shareholders or Associates of our Controlling

Shareholders may already have shareholding interests in our Company, the extension of the
Share Option Scheme to encompass them ensures that they are equally entitled, together with
other eligible Directors and 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 Share Option Scheme 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 and the
grant of Options to such persons as well as the actual number of and terms of such Options. 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 Controlling Shareholders or
Associates of our Controlling Shareholders, the number of Shares comprised in, and terms
(including the exercise price) of, the Options to be granted to Controlling Shareholders or
Associates of our Controlling Shareholders shall be provided. Accordingly, we are of the view that
there are sufficient safeguards against any abuse of the Share Option Scheme resulting from the
participation of eligible Directors and Employees who are Controlling Shareholders or Associates
of our Controlling Shareholders.

As at the date of this Offer Document, our Controlling Shareholder is Fenghe Investment and we
do not have any Controlling Shareholders who are individuals.

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 CORPORATE GOVERNANCE

Corporate governance refers to the processes and structure by which the business and affairs of a
company are directed and managed, in order to enhance long-term shareholder value through
enhancing corporate performance and accountability. Good corporate governance therefore embodies
both enterprise (performance) and accountability (conformance).

Our Directors recognise the importance of corporate governance and the offering of high standards of
accountability to our Shareholders, and will endeavour to comply with the recommendations set out in
the Code of Corporate Governance 2005. As a result, our Company has implemented the corporate
governance model as set out below:

Board of Directors

Audit Remuneration Nominating

Committee Committee Committee

Chairman Chairman Chairman

Yuen Sou Wai Chong Chin Fan Dr Choo Boon Seng

Members Members Members

Chong Chin Fan Dr Choo Boon Seng Yuen Sou Wai
Dr Choo Boon Seng Yuen Sou Wai Chong Chin Fan
Chew Chee Keong Chew Eng Hoe
Chew Chee Bin

Based on the above, our Directors are of the view that there are sufficient safeguards and checks to
ensure that the process of decision-making by our Board is independent and based on collective
decision-making without our Executive Chairman and Managing Director being able to exercise
considerable power or influence.

Board of Directors

Our Articles of Association provide that our Board will consist of not less than one (1) Director.

We currently have six (6) Directors on our Board, comprising two (2) Executive Directors, one (1)
Non-Executive Director and three (3) Independent Directors.

None of our Directors are appointed for any fixed term. Each Director shall retire from office at least
once every three (3) years. Directors who retire are eligible to stand for re-election.

Audit Committee

Our Audit Committee, represented in the chart above, comprises Mr Yuen Sou Wai, Mr Chong Chin Fan
and Dr Choo Boon Seng. The Chairman of our Audit Committee is Mr Yuen Sou Wai.

Our business and operations are presently under the management and close supervision of our
Executive Directors who are assisted by our Executive Officers.

After our listing on Catalist, our Executive Directors and Executive Officers will manage the business
and operations of our Group. The Audit Committee will assist our Board of Directors with regard to

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discharging its responsibility to safeguard our Companys assets, maintain adequate accounting
records, and develop and maintain effective systems of internal controls with an overall objective to
ensure that our management has created and maintained an effective control environment in our
Company, and that our management demonstrates and stimulates the necessary aspects of our
Groups internal control structure among all parties.

Our Audit Committee will meet periodically to discuss and review the following (non-exhaustive)
functions where applicable:

(a) review with the external auditors the audit plan, their evaluation of the system of internal controls,
their audit report, their management letter and our managements response;

(b) review with the internal auditors the internal audit plan and their evaluation of the adequacy of our
internal control and accounting system before submission of the results of such review to our
Board for approval prior to the incorporation of such results in our annual report;

(c) review the financial statements before submission to our Board for approval, focusing in
particular, on changes in accounting policies and practices, major risk areas, significant
adjustments resulting from the audit, the going concern statement, compliance with accounting
standards as well as compliance with any stock exchange and statutory/regulatory requirements;

(d) review the internal control and procedures and ensure co-ordination between the external
auditors and our management, reviewing the assistance given by our management to the
auditors, and discuss problems and concerns, if any, arising from the interim and final audits, and
any matters which the auditors may wish to discuss (in the absence of our management where
necessary);

(e) review and discuss with the external auditors any suspected fraud or irregularity, or suspected
infringement of any relevant laws, rules or regulations, which has or is likely to have a material
impact on our Groups operating results or financial position, and our managements response;

(f) review, where applicable, the scope and results of the internal audit procedures;

(g) review and approve interested person transactions and review procedures thereof;

(h) review potential conflicts of interests (if any) and to set out a framework to resolve or mitigate any
potential conflicts of interests;

(i) conduct periodic review of foreign exchange transactions and hedging policies (if any) undertaken
by our Group;

(j) consider the appointment or re-appointment of the external auditors and matters relating to
resignation or dismissal of the auditors;

(k) review our Groups compliance with such functions and duties as may be required under the
relevant statutes or the Catalist Rules, including such amendments made thereto from time to
time;

(l) undertake such other reviews and projects as may be requested by our Board of Directors and
report to our Board its findings from time to time on matters arising and requiring the attention of
our Audit Committee;

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(m) review at least annually our Groups key financial risk areas, 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 of our Company or, where the findings are material, to announce
such material findings immediately via SGXNET; and

(n) generally to undertake such other functions and duties as may be required by statute or the
Catalist Rules, and by such amendments made thereto from time to time.

Our Audit Committee shall also commission a biannual internal controls 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
biannual internal controls 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 Audit Committees
decision to decommission the biannual internal controls 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 controls audit, appropriate disclosure must
be made via SGXNET on any material, price-sensitive internal controls weaknesses and any follow-up
actions to be taken by the Board.

The Audit Committee, having (i) conducted an interview with Ms Tay Bee Gek Dorriz; (ii) considered the
qualifications and past working experience of Ms Tay Bee Gek Dorriz (as described in the section
entitled Directors, Management and Staff Executive Officers of this Offer Document); (iii) observed
her abilities, familiarity and diligence in relation to the financial matters and information of our Group;
and (iv) noted the absence of any negative feedback from Deloitte & Touche LLP, is of the view that Ms
Tay Bee Gek Dorriz is suitable for the position of Chief Financial Officer.

Apart from the duties listed above, our Audit Committee will also commission and review the findings
of internal investigations into matters where there is any suspected fraud or irregularity, or failure of
internal controls, or infringement of any Singapore law, rule or regulation which has or is likely to have
a material impact on our Companys operating results 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 that particular transaction or voting on that particular transaction.

In addition, all future transactions with related parties shall comply with the requirements of the Catalist
Rules. Our Directors shall also abstain from voting in any contract or arrangement or proposed
contract/arrangement in which he has a personal material interest.

Remuneration Committee

Our Remuneration Committee represented above comprises Mr Chong Chin Fan, Dr Choo Boon Seng,
Mr Yuen Sou Wai and Mr Chew Chee Keong. The Chairman of our Remuneration Committee is Mr
Chong Chin Fan. Our Remuneration Committee is responsible for the following:

(a) to recommend to our Board a framework of remuneration for our Directors and Executive Officers,
and to determine specific remuneration packages for each Executive Director and any Chief
Executive Officer (or executive of equivalent rank) if a Chief Executive Officer is not an Executive
Director, such recommendations to be submitted for endorsement by our entire Board and should
cover all aspects of remuneration, including but not limited to directors fees, salaries, allowances,
bonuses, options or benefits in kind;

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(b) in the case of service contracts (if any) for any Director or Executive Officer, to consider what
compensation commitments the Directors or Executive Officers contracts of service, if any, would
entail in the event of early termination with a view to be fair and avoid rewarding poor
performance; and

(c) in respect of any long-term incentive schemes including share schemes as may be implemented,
to consider whether any Director should be eligible for benefits under such long-term incentive
schemes.

Each member of our Remuneration Committee shall abstain from voting on any resolution and making
any recommendations and/or participating in any deliberations of our Remuneration Committee in
respect of matters in which he is interested.

The recommendations of our Remuneration Committee on remuneration of Directors and our Executive
Chairman and Managing Director should be submitted for endorsement by our entire Board. All aspects
of remuneration, including but not limited to Directors Fees, salaries, allowances, bonuses, and
benefits in kind shall be covered by our Remuneration Committee.

Nominating Committee

Our Nominating Committee represented above comprises Dr Choo Boon Seng, Mr Yuen Sou Wai, Mr
Chong Chin Fan, Mr Chew Eng Hoe and Mr Chew Chee Bin. The Chairman of our Nominating
Committee is Dr Choo Boon Seng.

The Nominating Committee is responsible for the following:

(a) to make recommendations to the Board on all board appointments, including re-nominations,
having regard to the directors contribution and performance (for example, attendance,
preparedness, participation and candour) including, if applicable, as an independent director. All
directors should be required to submit themselves for re-nomination and re-election at regular
intervals and at least every three (3) years;

(b) to determine annually whether or not a director is independent;

(c) in respect of a director who has multiple board representations on various companies, to decide
whether or not such director is able to and has been adequately carrying out his/her duties as
director, having regard to the competing time commitments that are faced when serving on
multiple boards;

(d) reviewing and approving any new employment of related persons and the proposed terms of their
employment; and

(e) to decide how the Boards performance is to be evaluated and propose objective performance
criteria, subject to the approval by the Board, which address how the Board has enhanced long
term Shareholders value. The Board will also implement a process to be proposed by the
Nominating Committee for assessing the effectiveness of the Board as a whole and for assessing
the contribution of each individual director to the effectiveness of the Board (if applicable).

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 CORPORATE GOVERNANCE

Our Nominating Committee will decide how the Boards performance is to be evaluated and will
propose objective performance criteria, subject to the approval of the Board, which address how the
Board has enhanced long-term Shareholders value. The Board will also implement a process to be
carried out by our Nominating Committee for assessing the effectiveness of the Board as a whole and
for assessing the contribution of each individual Director to the effectiveness of the Board.

Each member of the Nominating Committee shall abstain from voting on any resolution and making any
recommendations and/or participating in any deliberations of our Nominating Committee in respect of
the assessment of his performance or re-nomination as Director. In the event that any member of the
Nominating Committee has an interest in a matter being deliberated upon by the Nominating
Committee, he will abstain from participating in the review and approval process relating to that matter.

Board Practices

Our Directors are appointed by our Shareholders at a general meeting, and an election of Directors
takes place annually. Each Director shall retire from office once every three (3) years and for this
purpose, 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 (except for a Chief Executive Officer/Managing Director who may be appointed for a
term of up to three (3) years). A retiring Director shall be 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 Selected
Extracts of our Articles of Association as set out in Appendix B of this Offer Document.

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 DESCRIPTION OF ORDINARY SHARES

The following statements are brief summaries of the rights and privileges of our Shareholders conferred
by the laws of Singapore and the Articles of Association of our Company.

The following description summarises the material provisions of our Articles but is qualified by
reference to our Articles, a copy of which is available for inspection at our registered office during
normal business hours for a period of six (6) months from the date of this Offer Document.

Ordinary Shares

There are no founder, management, deferred or unissued shares reserved for issue for any purpose.
We have only one (1) class of shares, namely, our ordinary shares which have identical rights in all
respects and rank equally with one another. All of our Shares are in registered form. Our Company may,
subject to the provisions of the Companies Act and the rules of the SGX-ST, purchase its Shares.
However, we may not, except in circumstances permitted by the Companies Act, grant any financial
assistance for the acquisition or proposed acquisition of our Shares.

New Shares

New Shares may only be issued with the prior approval of our Shareholders in a general meeting. The
aggregate number of shares to be issued pursuant to such approval may not exceed 100% (or such
other limit as may be prescribed by the SGX-ST) of our issued share capital for the time being, of which
the aggregate number of Shares to be issued other than on a pro-rata basis to our shareholders may
not exceed 50% (or such other limit as may be prescribed by the SGX-ST) of our issued share capital
for the time being (the percentage of issued share capital being based on our Companys issued share
capital at the time such authority is given after adjusting for new Shares arising from the conversion of
convertible securities or employee share options on issue at the time such authority is given and any
subsequent consolidation or subdivision of Shares).

The approval, if granted, will lapse at the conclusion of the annual general meeting following the date
on which the approval was granted or the date by which the annual general meeting is required by law
to be held, whichever is earlier but any approval may be previously revoked or varied by our Company
in general meeting. Subject to the foregoing, the provisions of the Companies Act and any special rights
attached to any class of shares currently issued, all new Shares are under the control of our Board of
Directors who may allot and issue the same with such rights and restrictions as it may think fit.

Shareholders

Only persons who are registered in the Register of Shareholders of our Company and, in cases in which
the person so registered is CDP, the persons named as the Depositors in the Depository Register
maintained by CDP for the Shares, are recognised as our Shareholders. We will not, except as required
by law, recognise any equitable, contingent, future or partial interest in any Share or other rights for any
Share other than the absolute right thereto of the registered holder of that Share or of the person whose
name is entered in the Depository Register for that Share. Our Company may close our Register of
Shareholders for any time or times if we provide the Accounting and Corporate Regulatory Authority of
Singapore with at least 14 days notice and the SGX-ST at least ten (10) clear market days notice.
However, the Register of Shareholders may not be closed for more than 30 days in aggregate in any
calendar year. We typically close our Register of Shareholders to determine Shareholders entitlement
to receive dividends and other distributions.

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 DESCRIPTION OF ORDINARY SHARES

Transfer of Shares

There is no restriction on the transfer of fully paid Shares except where required by law or the Catalist
Rules or the rules or by-laws of any stock exchange on which our Company is listed. Our Board of
Directors may decline to register any transfer of Shares which are not fully paid Shares or Shares on
which we have a lien. Our Shares may be transferred by a duly signed instrument of transfer in a form
approved by the SGX-ST or any stock exchange on which our Company is listed. Our Board of
Directors may also decline to register any instrument of transfer unless, among other things, it has been
duly stamped and is presented for registration together with the share certificate and such other
evidence of title as they may require. We will replace lost or destroyed certificates for Shares if it is
properly notified and if the applicant pays a fee which will not exceed S$2 and furnishes any evidence
and indemnity that our Board of Directors may require.

General Meetings of Shareholders

We are required to hold an annual general meeting every year. Our Board of Directors may convene
an extraordinary general meeting whenever it thinks fit and must do so if Shareholders representing not
less than 10% of the total voting rights of all Shareholders request in writing that such a meeting be
held. In addition, two (2) or more shareholders holding not less than 10% of our issued share capital
may call a meeting. Unless otherwise required by law or by our Articles, voting at general meetings is
by ordinary resolution, requiring an affirmative vote of a simple majority of the votes cast at that
meeting. An ordinary resolution suffices, for example, for the appointment of directors. A special
resolution, requiring the affirmative vote of at least 75% of the votes cast at the meeting, is necessary
for certain matters under Singapore law, including voluntary winding up, amendments to the
Memorandum of Association and our Articles, a change of our corporate name and a reduction in the
share capital, share premium account or capital redemption reserve fund. We must give at least 21
days notice in writing for every general meeting convened for the purpose of passing a special
resolution. Ordinary resolutions generally require at least 14 days notice in writing. The notice must be
given to each of our Shareholders who has supplied us with an address in Singapore for the giving of
notices and must set forth the place, the day and the hour of the meeting and, in the case of special
business, the general nature of that business.

Voting Rights

A Shareholder is entitled to attend, speak and vote at any general meeting, in person or by proxy.
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 CDP 48 hours before the general meeting. Except
as otherwise provided in our Articles, two (2) or more Shareholders must be present in person or by
proxy to constitute a quorum at any general meeting. Under our Articles, on a show of hands, every
Shareholder present in person and by proxy shall have one (1) vote (provided that in the case of a
Shareholder who is represented by two (2) proxies, only one (1) of the two (2) proxies as determined
by that Shareholder or, failing such determination, the chairman of the meeting in his sole discretion
shall be entitled to vote on a show of hands), and on a poll, every Shareholder present in person or by
proxy shall have one (1) vote for each Share which he holds or represents. A poll may be demanded
in certain circumstances, including by the chairman of the meeting or by any Shareholder present in
person or by proxy and representing not less than 10% of the total voting rights of all Shareholders
having the right to attend and vote at the meeting or by any two (2) Shareholders present in person or
by proxy and entitled to vote. In the case of a tie vote, whether on a show of hands or a poll, the
chairman of the meeting shall be entitled to a casting vote.

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 DESCRIPTION OF ORDINARY SHARES

Dividends

We may, by ordinary resolution of our Shareholders, declare dividends at a general meeting, but we
may not pay dividends in excess of the amount recommended by our Board of Directors. We must pay
all dividends out of our profits. Our Board of Directors may also declare an interim dividend without the
approval of our Shareholders. All dividends are paid pro-rata among our Shareholders in proportion to
the amount paid up on each Shareholders Shares, unless the rights attaching to an issue of any Share
provides otherwise. Unless otherwise directed, dividends are paid by cheque or warrant sent through
the post to each Shareholder at his registered address. Notwithstanding the foregoing, the payment by
us 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 us from any liability to that Shareholder in
respect of that payment.

Capitalisation and Rights Issues

Our Board of Directors may, with approval by our Shareholders at a general meeting, capitalise any
reserves or profits (including profits or money carried and standing to an reserve) and distribute the
same as shares credited as paid-up to our Shareholders in proportion to their shareholdings. Our Board
of Directors may also issue rights to take up additional Shares to Shareholders in proportion to their
shareholdings. Such rights are subject to any conditions attached to such issue and the regulations of
any stock exchange on which we are listed.

Take-overs

Under the Singapore Code on Take-overs and Mergers (Singapore Take-over Code), issued by the
Authority pursuant to section 321 of the SFA, any person acquiring an interest, either on his own or
together with parties acting in concert with him, in 30% or more of the voting Shares must extend a
take-over offer for the remaining voting Shares in accordance with the provisions of the Singapore
Take-over Code. In addition, a mandatory take-over offer is also required to be made if a person
holding, either on his own or together with parties acting in concert with him, between 30% and 50%
of the voting rights acquires additional voting shares representing more than 1% of the voting shares
in any six (6) month period. Under the Singapore Take-over Code, the following individuals and
companies will be presumed to be persons acting in concert with each other unless the contrary is
established:

(a) the following companies:

(i) a company;

(ii) the parent company of (i);

(iii) the subsidiaries of (i);

(iv) the fellow subsidiaries of (i);

(v) the associated companies of (i), (ii), (iii) or (iv);

(vi) companies whose associated companies include any of (i), (ii), (iii), (iv) or (v); and

(vii) any person who has provided financial assistance (other than a bank in the ordinary course
of business) to any of the above for the purchase of voting rights;

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 DESCRIPTION OF ORDINARY SHARES

(b) a company with any of its directors (together with their close relatives, related trusts as well as
companies controlled by any of the directors, their close relatives and related trusts);

(c) a company with any of its pension funds and employee share schemes;

(d) a person with any investment company, unit trust or other fund whose investment such person
manages on a discretionary basis, but only in respect of the investment account which such
person manages;

(e) a financial or other professional adviser, including a stockbroker, with its customer in respect of
the shareholdings of:

(i) the adviser and persons controlling, controlled by or under the same control as the adviser;
and

(ii) all the funds which the adviser manages on a discretionary basis, where the shareholdings
of the adviser and any of those funds in the customer total 10% or more of the customers
equity share capital;

(f) directors of a company (together with their close relatives, related trusts and companies controlled
by any of such directors, their close relatives and related trusts) which is subject to an offer or
where the directors have reason to believe a bona fide offer for their company may be imminent;

(g) partners; and

(h) the following persons and entities:

(i) an individual;

(ii) the close relatives of (i);

(iii) the related trusts of (i);

(iv) any person who is accustomed to act in accordance with the instructions of (i);

(v) companies controlled by any of (i), (ii), (iii) or (iv); and

(vi) any person who has provided financial assistance (other than a bank in the ordinary course
of business) to any of the above for the purchase of voting rights.

Under the Singapore Take-over Code, a mandatory offer made with consideration other than cash must
be accompanied by a cash alternative at not less than the highest price paid by the offeror or any
person acting in concert within the preceding six (6) months.

Liquidation or Other Return of Capital

If our Company is liquidated or in the event of any other return of capital, holders of our Shares will be
entitled to participate in any surplus assets in proportion to their shareholdings, subject to any special
rights attaching to any other class of shares.

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 DESCRIPTION OF ORDINARY SHARES

Indemnity

To the extent permitted by Singapore law, our Articles provide that, subject to the Companies Act, our
Board of Directors and officers shall be entitled to be indemnified by us against any liability incurred in
defending any proceedings, whether civil or criminal, which relate to anything done or omitted to have
been done as an officer, director or employee and in which judgement is given in their favour or in which
they are acquitted or in connection with any application under any statute for relief from liability in
respect thereof in which relief is granted by the court. We may not indemnify our Directors and officers
against any liability which by law would otherwise attach to them in respect of any negligence, default,
breach of duty or breach of trust of which they may be guilty in relation to us.

Limitations on Rights to Hold or Vote Shares

Except as described in Voting Rights and Take-overs above, there are no limitations imposed by
Singapore law or by our Articles on the rights of non-resident Shareholders to hold or vote in respect
of the Shares.

Minority Rights

The rights of minority shareholders of Singapore-incorporated companies are protected, inter alia,
under Section 216 of the Companies Act, which gives the Singapore courts a general power to make
any order, upon application by any of our Shareholders, as they think fit to remedy any of the following
situations:

(a) our affairs are being conducted or the powers of our Board of Directors are being exercised in a
manner oppressive to, or in disregard of the interests of, one (1) or more of our Shareholders; or

(b) we take an action, or threaten to take an action, or Shareholders pass a resolution, or propose to
pass a resolution, which unfairly discriminates against, or is otherwise prejudicial to, one (1) or
more of the Shareholders, including the applicant.

Singapore courts have wide discretion as to the reliefs they may grant and those reliefs are in no way
limited to those listed in the Companies Act itself. Without prejudice to the foregoing, Singapore courts
may:

(a) direct or prohibit any act or cancel or vary any transaction or resolution;

(b) regulate the conduct of the affairs of our Company in the future;

(c) authorise civil proceedings to be brought in our name of, or on behalf of, our Company by a person
or persons and on such terms as the court may direct;

(d) provide for the purchase of a minority Shareholders Shares by our other Shareholders or by us
and, in the case of a purchase of Shares by us, a corresponding reduction of our share capital;

(e) provide that the Memorandum of Association or the Articles be amended; or

(f) provide that we be wound up.

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 DESCRIPTION OF ORDINARY SHARES

Treasury Shares

Our Articles of Association expressly permits our Company to purchase or acquire shares or stocks of
our Company and to hold such shares or stocks (or any of them) as treasury shares in accordance with
the requirements of Section 76 of the Companies Act. Our Company may make a purchase or
acquisition of our own Shares on a securities exchange if the purchase or acquisition has been
authorised in advance by our Company in general meeting; or otherwise than on a securities exchange
if the purchase or acquisition is made in accordance with an equal access scheme authorised in
advance by our Company in general meeting. The aggregate number of Shares held as treasury shares
shall not at any time exceed 10% of the total number of Shares of our Company at that time. Any excess
shares shall be disposed of or cancelled before the end of a period of six (6) months beginning with the
day on which that contravention of limit occurs, or such further period as the share registrar may allow.
Where Shares or stocks are held as treasury shares by our Company through purchase or acquisition
by our Company, our Company shall be entered in the Register of Shareholders as the member holding
those Shares or stocks.

Our Company shall not exercise any right in respect of the treasury shares and any purported exercise
of such a right is void. Such rights include any right to attend or vote at meetings and our Company shall
be treated as having no right to vote and the treasury shares shall be treated as having no voting rights.

In addition, no dividend may be paid, and no other distribution (whether in cash or otherwise) 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. However, this would not prevent an allotment of shares
as fully paid bonus shares in respect of the treasury shares or the subdivision or consolidation of any
treasury share into a treasury share of a smaller amount, if the total value of the treasury shares after
the subdivision or consolidation is the same as the total value of the treasury shares before the
subdivision or consolidation, as the case may be.

Where Shares are held as treasury shares, our Company may at any time (i) sell the Shares (or any
of them) for cash; (ii) transfer the Shares (or any of them) for the purposes of or pursuant to an
employees share scheme; (iii) transfer the Shares (or any of them) as consideration for the acquisition
of shares in or assets of another company or assets of a person; or (iv) cancel the Shares (or any of
them).

172
 EXCHANGE CONTROLS

Currently, there are no exchange control regulations or currency restrictions in Singapore and in Hong
Kong.

173
 TAXATION

Singapore Taxation

The following is a discussion of certain tax matters relating to Singapore income tax, dividend
distributions, capital gains tax, bonus shares, stamp duty, goods and services tax and estate duty in
relation to the purchase, ownership and disposal of the Shares. The discussion is based on current tax
laws in Singapore 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 law, which may
be retrospective, will not occur. The discussion is limited to a general description of certain tax
consequences in Singapore with respect to ownership of the Shares by Shareholders, 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 regard to the Placement.

Shareholders should consult their own tax advisers regarding Singapore income tax and other
consequences of owning and disposing of the Shares. It is emphasized that neither our
Company, the Directors nor any other persons involved in this Placement accepts responsibility
for any tax effects or liabilities resulting from the subscription, purchase, holding or disposal of
our Shares.

Singapore Income Tax

Corporate income tax

A Singapore tax resident corporate taxpayer is subject to Singapore income tax on:

income accrued in or derived from Singapore; and

foreign sourced income received or deemed received in Singapore, unless otherwise exempted.

Foreign sourced income in the form of branch profits, dividends and service fee income (specified
foreign income) received or deemed received in Singapore by a Singapore tax resident corporate
taxpayer is exempted from Singapore income tax subject to meeting the qualifying conditions.

A non-Singapore tax resident corporate taxpayer, subject to certain exceptions, is subject to Singapore
income tax on income accrued in or derived from Singapore, and on foreign sourced income received
or deemed received in Singapore.

A company is regarded as tax resident in Singapore if the control and management of the companys
business is exercised in Singapore. Normally, control and management of the company is vested in its
board of directors and therefore if the board of directors meets and conducts the companys business
in Singapore, the company will be regarded as tax resident in Singapore.

The corporate tax rate in Singapore is 17% with effect from the Year of Assessment 2010 after allowing
partial tax exemption on the first S$300,000 of a companys chargeable income.

Individual income tax

An individual taxpayer (both resident and non-resident) is subject to Singapore income tax on income
accrued in or derived from Singapore, subject to certain exceptions. Foreign sourced income received
or deemed received in Singapore by individual taxpayers, regardless of whether they are resident or

174
 TAXATION

non-resident of Singapore, are generally exempt from income tax in Singapore except for such income
received through a partnership in Singapore. Certain Singapore-sourced investment income received
or deemed received by individuals is also exempt from tax.

Currently, a Singapore tax resident individual is subject to tax at progressive rates, ranging from 0% to
20%.

A non-Singapore tax resident individual is normally taxed at the tax rate of 20% except for certain
specified income that may be taxable at lower rates.

An individual is regarded as a tax resident in Singapore if in the calendar year preceding the year of
assessment, he was physically present in Singapore or exercised an employment in Singapore (other
than as a director of a company) for 183 days or more, or if he ordinarily resides in Singapore.

Dividend Distributions

Under the one-tier corporate tax system, the tax paid by a resident company is a final tax and the
distributable profits of the company can be paid to shareholders as tax exempt dividends. Dividends
paid by our Company will be exempt from tax in the hands of Shareholders, regardless of the tax
residence status or the legal form of the Shareholders. However, foreign Shareholders are advised to
consult their own tax advisers to take into account the tax laws of their respective countries of residence
and the existence of any double taxation agreement which their country of residence may have with
Singapore.

Capital Gains Tax

Singapore currently does not impose tax on capital gains. However, there are no specific laws or
regulations which deal with the characterisation of capital gains. In general, gains or profits derived
from the disposal of our Shares acquired for long-term investment purposes are considered as capital
gains and not subject to Singapore tax.

On the other hand, where such gains or profits arise from activities which the Comptroller of Income Tax
regards as the carrying on of a trade or business of dealing in shares in Singapore, gains or profits will
ordinarily be taxed as income.

Bonus Shares

Any bonus shares received by our Shareholders are not taxable.

Stamp Duty

There is no stamp duty payable on the subscription, allotment or holding of our Shares.

Stamp duty is payable on the instrument of transfer of our Shares at the rate of S$2.00 for every
S$1,000 or any part thereof, computed on the consideration paid or market value of our Shares
registered in Singapore, whichever is higher.

The purchaser is liable for stamp duty, unless there is an agreement to the contrary. 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

175
 TAXATION

executed outside Singapore. However, stamp duty may be payable if the instrument of transfer which
is executed outside Singapore is subsequently received in Singapore.

However, as our Shares will be listed on Catalist and their transfers will be scripless transfers via CDP,
no stamp duty will be imposed on the transfers of our Shares via CDP.

Goods and Services Tax (GST)

The sale of our Shares by an investor belonging in Singapore to another person belonging in Singapore
is an exempt supply not subject to GST.

Where our Shares are sold by a GST-registered investor in the course of a business to a person
belonging outside Singapore, and that person is outside Singapore when the sale is executed, the sale
should generally, subject to satisfaction of certain conditions, be considered a taxable supply subject
to GST at zero-rate. Any input GST incurred by a GST-registered investor in the making of this supply
in the course of or furtherance of a business carried on by him is recoverable from the Comptroller of
GST.

Services such as brokerage, handling and clearing services rendered by a GST-registered person to
an investor belonging in Singapore in connection with the investors purchase, sale or holding of our
Shares will be subject to GST at the current rate of 7%. Similar services rendered to an investor
belonging outside Singapore is generally subject to GST at zero-rate, provided that the investor is
outside Singapore when the services are performed and the services provided do not benefit any
Singapore persons.

Estate duty

With effect from 15 February 2008, Singapore estate duty has been abolished.

176
 CLEARANCE AND SETTLEMENT

Upon listing and quotation on Catalist, our Shares will be traded under the book-entry settlement
system of 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 CDP, as
amended from time to time.

Our Shares will be registered in the name of CDP or its nominee and held by CDP for and on behalf
of persons who maintain, either directly or through depository agents, securities accounts with CDP.
Persons named as direct securities account holders and depository agents in the depository register
maintained by CDP, rather than CDP itself, will be treated, under our Articles of Association 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 0.04 per cent. of
the transaction value subject to a maximum of S$600.00 per transaction. The clearing fee, instrument
of transfer deposit fee and share withdrawal fee may be subject to GST at the prevailing rate of 7 per
cent. (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.

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 GENERAL AND STATUTORY INFORMATION

INFORMATION ON DIRECTORS AND EXECUTIVE OFFICERS

1. None of our Directors, Executive Officers and Controlling Shareholders:

(a) has, at any time during the last ten (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 when he was a partner or at any time within two (2) years from the date
he ceased to be a partner;

(b) has, at any time during the last ten (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 ten (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;

(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; or

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 GENERAL AND STATUTORY INFORMATION

(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; or

(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 entity (not being a corporation) 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.

Disclosure in respect of our Executive Chairman, Mr Chew Chee Bin

On 26 April 2005, Sunrise Concrete Industries Sdn. Bhd. (Sunrise) commenced legal
proceedings in the High Court of Johor Bahru against Celplex Sdn. Bhd. (Celplex) for a sum of
S$337,247.63 and RM33,533.78, and interests and costs, alleged to be owed by Celplex to
Sunrise pursuant to a sale and purchase agreement dated 2 July 2002 (the SPA). The SPA is
for the purchase of plant, equipment, concrete mould and other items (the Goods) from Sunrise
by Celplex and payment of the purchase price was to be paid in instalments. Mr Chew Chee Bin
wholly-owns Celplex. Mr Chew Chee Bin provided a personal guarantee (the Personal
Guarantee) for all payments due to Sunrise under the SPA. Pursuant to the SPA, Sunrise
undertook to procure a discharge of a fixed and floating charge on, inter alia, the Goods (the
Debenture). As Sunrise failed to obtain a discharge of the Debenture, Celplex stopped making
payments to Sunrise due under the SPA. Subsequently, Sunrise commenced the said legal
proceedings in Malaysia against Celplex.

On 30 March 2010, Sunrise commenced legal proceedings against Mr Chew Chee Bin in the High
Court of Singapore as guarantor in relation to the Personal Guarantee for a sum of S$310,500 and
RM5,761.30, and interests and costs.

Settlement was reached between Celplex and Sunrise and the Consent Judgment was filed on 18
June 2010 in the High Court of Johor Bahru. Celplex made payment of the settlement sum of
S$225,000 to Sunrise on 23 June 2010. Accordingly, a Notice of Discontinuance was filed on 28
June 2010 in the High Court of Singapore and the action against Mr Chew Chee Bin was
discontinued. The matter has since been resolved both in Malaysia and in Singapore. Celplex is
currently dormant.

2. The aggregate remuneration paid to our Directors for services rendered in all capacities to our
Group for FY2010 was approximately S$283,000.

3. There is no shareholding qualification for Directors under the Articles of Association of our
Company.

4. Save as disclosed in the sections entitled Restructuring Exercise and Interested Person
Transactions of this Offer Document, none of our Directors is interested, directly or indirectly, in

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 GENERAL AND STATUTORY INFORMATION

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.

5. 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.

6. Save as disclosed above and in the sections entitled Interested Person Transactions Potential
Conflicts of Interests 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) none of our Directors, Executive Officers, Substantial Shareholders or any of their
Associates has any interest, direct or indirect, in any company carrying on the same
business or a similar trade which competes materially and directly with the existing business
of our Group;

(c) none of our Directors, Executive Officers, Substantial Shareholders or any of their
Associates has any interest, direct or indirect, in any company that is our customer 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

7. 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, deferred or unissued shares. The rights and
privileges attached to our Shares are stated in the Articles of Association of our Company.

8. Save as disclosed below and in the sections entitled Share Capital and Restructuring Exercise
of this Offer Document, there are no changes in the issued and paid-up share capital of our
Company and our subsidiaries within the last three (3) years preceding the date of this Offer
Document.

9. 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
has 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 preceding the date of lodgement of
this Offer Document.

10. No option to subscribe for shares in, or debentures of, our Company or our subsidiaries has been
granted to, or was exercised by, any of our Directors or Executive Officers within the last two (2)
financial years.

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 GENERAL AND STATUTORY INFORMATION

11. Save for the Options which may be granted under the Share Option Scheme, no person has been,
or is entitled to be, given an option to subscribe for any shares in, or debentures of, our Company
or any of our subsidiaries.

12. Apart from the Share Option Scheme and Performance Share Plan, our Company does not have
any arrangement that involves the issue or grant of options or shares to the employees of our
Group.

13. The interests of our Directors and Substantial Shareholders in our Shares as at the Latest
Practicable Date and as recorded in the Register of Directors Shareholdings and the Register of
Substantial Shareholders maintained under the provisions of the Companies Act are set out in the
section entitled Shareholders of this Offer Document.

MEMORANDUM AND ARTICLES OF ASSOCIATION

14. Memorandum of Association

The Memorandum of Association of our Company states, among others, that the liability of
members of our Company is limited. The principal purpose of our Company is investment holding.
Our Memorandum of Association is available for inspection at our registered office as stated in the
section entitled General and Statutory Information Documents for Inspection of this Offer
Document.

15. Articles of Association

An extract of the relevant provisions of our Articles of Association of our Company, providing, inter
alia, for (a) a Directors power to vote on a proposal, arrangement or contract in which the Director
is interested; (b) the Directors power to vote on remuneration for himself or for any other director;
(c) borrowing powers exercisable by the Directors and variation thereof; (d) retirement or
non-retirement of Directors under an age limit requirement; (e) number of shares, if any, required
for a Directors qualification; (f) the rights, preferences and restrictions attaching to each class of
shares; (g) any change in capital; (h) any change in the respective rights of the various classes
of shares; (i) any time limit after which a dividend entitlement will lapse; and (j) any limitation on
the right to own Shares, are set out in Appendix B of this Offer Document.

The complete Articles of Association of our Company are available for inspection by Shareholders
at our registered office as stated in the section entitled General and Statutory Information -
Documents for Inspection of this Offer Document.

MATERIAL CONTRACTS

16. The following contracts, not being contracts entered into in the ordinary course of business, have
been entered into by our Company and our subsidiaries within the two (2) years preceding the
date of lodgement of this Offer Document and are or may be material:

(a) a five (5) year exclusive agreement between CAPL and AP Nutripharm Pte Ltd commencing
from 18 June 2007 for the purchase of cordyceps sinensis powder by CAPL for the
production of our Cordyceps Fresh Eggs. Please refer to the section entitled General
Information on Our Company and Our Group Business Overview of this Offer Document
for further details;

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 GENERAL AND STATUTORY INFORMATION

(b) a two (2) year memorandum of understanding dated 27 April 2009 between CAPL and
Biomax for the rapid composting of chicken droppings to produce organic fertilizers and a
supplemental memorandum of understanding dated 8 December 2010. Please refer to the
section entitled General Information on Our Company and Our Group Business Process
of this Offer Document for further details;

(c) the Sales Agreement dated 18 May 2009 between CAPL and HCH for the supply of New
a-lacto for the production of our Sakura Fresh Eggs and Extra Large Sakura Fresh Eggs.
Please refer to the sections entitled General Information on Our Company and Our Group
Business Overview and General Information on Our Company and Our Group
Intellectual Property of this Offer Document for further details;

(d) a one (1) year service agreement between CAPL and IUT Singapore Pte Ltd dated 1 June
2010 for the disposal of dead chickens and egg shells commencing from 1 July 2010. Please
refer to the section entitled General Information on Our Company and Our Group
Business Process of this Offer Document for further details;

(e) the HPB Agreement between CAPL and the Health Promotion Board of Singapore on 1
September 2010 for the use of the Healthier Choice logo. Please refer to the section
entitled General Information on Our Company and Our Group Intellectual Property of
this Offer Document for further details;

(f) a sale and purchase agreement dated 9 December 2010 between our Company and our
Managing Director, Mr Chew Eng Hoe, pursuant to which our Company acquired 9,000
ordinary shares, representing 90% shareholdings in the issued and paid-up share capital of
CFIL from Mr Chew Eng Hoe, at a nominal consideration of S$1.00. Please refer to the
section entitled Restructuring Exercise of this Offer Document for further details; and

(g) a share swap agreement dated 19 January 2011 between our Company and the Original
CAPL Shareholders pursuant to which our Company acquired the CAPL Shares at an
aggregate consideration of S$9,999,999. Please refer to the section entitled Restructuring
Exercise of this Offer Document for further details.

Save as disclosed above, our Group has 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.

LITIGATION

17. Save as disclosed below, to the best of our knowledge and belief, having made all reasonable
enquiries, neither our Company nor any of our subsidiaries is engaged in any legal or arbitration
proceedings as plaintiff or defendant, including those which are pending or known to be
contemplated, which may have or which have had in the 12 months immediately preceding the
date of lodgement of this Offer Document, a material effect on our Groups financial position or
profitability of our Company or our subsidiaries or associated companies:

Mao Yongzhong had on 31 May 2010 commenced legal proceedings against CAPL claiming
S$179,500.65, as well as damages, interests and costs, as compensation for loss and damage
arising from a forklift accident. Our Directors expect that this claim will be covered by our Groups
work injury compensation insurance.

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 GENERAL AND STATUTORY INFORMATION

MANAGEMENT AND PLACEMENT ARRANGEMENTS

18. Pursuant to the Management Agreement dated 16 February 2011 entered into between our
Company and PPCF as the Manager, Sponsor and Sub-Placement Agent, our Company
appointed PPCF to sponsor and manage the Placement. PPCF will receive a management fee for
such services rendered.

19. Pursuant to the Placement Agreement dated 16 February 2011 entered into between our
Company and Asiasons as the Placement Agent, the Placement Agent has agreed to subscribe
and/or procure subscriptions for the Placement Shares for a placement commission of 3.5% of the
aggregate Placement Price for each Placement Share, to be paid by our Company. Asiasons may,
at its absolute discretion, appoint one or more sub-placement agents for the Placement Shares.

20. Subscribers of the Placement Shares may be required to pay a brokerage fee or selling
commission of up to 1.0% of the Placement Price (and the prevailing goods and services tax
thereon, if applicable) to the Placement Agent or any sub-placement agent that may be appointed
by the Placement Agent.

21. Other than pursuant to the Placement Agreement, there are no contracts, agreements or
understandings between our Company and any person or entity that would give rise to any claim
for brokerage commission, finders fees or other payments in connection with the subscription of
the Placement Shares.

22. Subject to the consent of the SGX-ST being obtained, the Management Agreement may be
terminated by PPCF at any time before the close of the Application List on the occurrence of
certain events including:

(a) PPCF becoming aware of any material breach by our Company and/or its agent(s) of any
warranties, representations, covenants or undertakings given by our Company to PPCF in
the Management Agreement;

(b) there shall have been, since the date of the Management Agreement, any change or
prospective change in or any introduction or prospective introduction of any legislation,
regulation, policy, directive, guideline, rule or byelaw by any relevant government or
regulatory body, whether or not having the force of law, or any other occurrence of similar
nature that would materially change the scope of work, responsibility or liability required of
PPCF; or

(c) there is a conflict of interest for PPCF, or any dispute, conflict or disagreement with our
Company or where our Company wilfully fails to comply with any advice from or
recommendation of PPCF.

23. 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 Issue Date (as defined in the Placement Agreement) in accordance with the
Catalist Rules;

(b) such approvals as may be required for the transactions described in the Placement
Agreement and in the Offer Document in relation to 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) and the

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 GENERAL AND STATUTORY INFORMATION

compliance in full to the satisfaction of all the relevant authorities granting such approvals of
all conditions (if any) attaching or in relation thereto;

(c) there having been, in the 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 (as
defined in the Placement Agreement) 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 nor any material breach by our Company of any of their
obligations;

(d) the compliance with all applicable laws and regulations concerning the Placement, the
dealing in, and quotation of, all the issued Shares, the Placement Shares, the Award Shares
and the Option Shares on 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 and/or having taken effect or any other similar
matter having occurred which, in the opinion of the Placement Agent, has or may have a
material adverse effect on the Placement and the dealing in, and quotation of, all the issued
Shares, the Placement Shares, the Award Shares and the Option Shares on Catalist;

(e) the delivery by our Company to the Placement Agent on the Closing Date (as defined in the
Placement Agreement) of a certificate, in the form set out in Schedule 2 to the Placement
Agreement, signed by any of the authorised signatories; and

(f) the delivery to the Placement Agent of all due diligence reports on the subsidiary companies
of the Company, such opinions or due diligence reports to be in the form and substance
reasonably satisfactory to the Placement Agent.

24. In the reasonable opinion of our Directors, PPCF and Asiasons do not have a material relationship
with our Company, save as disclosed below:

(a) PPCF is the Manager, Sponsor and Sub-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 Manager,
Sponsor and Sub-Placement Agent, our Company issued and allotted 1,400,000 PPCF
Shares to PPCF, representing approximately 2% of the issued share capital of our Company
prior to the Placement and the Issue of New Shares to Employees at the Placement Price
for each Share. After the completion of the relevant moratorium periods as set out in the
section entitled Shareholders Moratorium of this Offer Document, PPCF will dispose its
shareholding interest in our Company at its discretion; and

(d) Asiasons is the Placement Agent of the Placement.

MISCELLANEOUS

25. The nature of the business of our Company has been stated earlier in this Offer Document. The
corporations which by virtue of Section 6 of the Companies Act are deemed to be related to our
Company are set out in the section entitled Group Structure of this Offer Document.

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 GENERAL AND STATUTORY INFORMATION

26. There has been no previous issue of Shares by our Company or offer for sale of our Shares to the
public within the two (2) years preceding the date of this Offer Document.

27. There has not been any public take-over 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 FY2010 and the Latest Practicable Date.

28. No expert is employed on a contingent basis by our Company or our subsidiaries, or has an
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.

29. No amount of cash or securities or benefit has been paid or given to any promoter within the two
(2) years preceding the Latest Practicable Date or is proposed or intended to be paid or given to
any promoter at any time.

30. 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 (2) 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.

31. 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 may deploy these monies in the inter-bank money market. All profits derived from the
deployment of such monies will accrue to the Receiving Banker. 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.

32. 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.

33. Save as disclosed in this Offer Document, the financial condition and operations of our Group are
not likely to be affected by any of the following:

(a) known trends or demands, commitments, events or uncertainties that will result in or are
reasonably likely to result in our Groups liquidity increasing or decreasing in any material
way;

(b) material commitments for capital expenditure;

(c) unusual or infrequent events or transactions or any significant economic changes that may
materially affect the amount of reported income from operations; and

(d) the business and financial prospects and any significant recent trends in production, sales
and inventory, and in the costs and selling prices of products and services and known trends
or uncertainties that have had or that we reasonably expect will have a material favourable
or unfavourable impact on revenues, profitability, liquidity, capital resources or operating
income or that would cause financial information disclosed to be not necessarily indicative
of the future operating results or financial condition of our Company.

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 GENERAL AND STATUTORY INFORMATION

34. Save as disclosed in this Offer Document, our Directors are not aware of any event which has
occurred since the end of FY2010 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.

35. Details, including the name, address and professional qualifications including membership in a
professional body of the auditors of our Company for the last three (3) financial years ended 30
September 2010 are as follows:

Partner-in-charge/
Name, Professional Professional
Period Qualification and Address Professional Body Qualification

From 9 December 2010 Deloitte & Touche LLP Institute of Certified Cheung Pui Yuen
(Certified Public Accountants) Public Accountants (Certified Public
6 Shenton Way Accountants,
#32-00 DBS Building Tower Two Singapore)
Singapore 068809

We currently have no intention of changing our auditors after the listing of our Company on
Catalist.

CONSENTS

36. The Independent Auditors and Reporting Accountants, Deloitte & Touche LLP, has given and has
not withdrawn its written consent to the issue of this Offer Document with the inclusion herein of
the Independent Auditors Report and the Combined Financial Statements for the Years Ended 30
September 2008, 2009 and 2010 as set out in Appendix A of this Offer Document, in the form and
context in which it is respectively included and references to its name 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.

37. The Manager, Sponsor and Sub-Placement Agent, the Placement Agent, the Solicitors to the
Placement and Legal Adviser to our Company on Singapore Law, the Legal Adviser to our
Company on Hong Kong Law, the Share Registrar, the Principal Bankers and the Receiving
Banker, have each given and have not withdrawn their written consents to the issue of this Offer
Document with the inclusion herein of their name and references thereto in the form and context
in which they respectively appear in this Offer Document and to act in such respective capacities
in relation to this Offer Document.

38. Each of the Placement Agent, the Solicitors to the Placement and Legal Adviser to our Company
on Singapore Law, the Legal Adviser to our Company on Hong Kong Law, the Share Registrar,
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 persons which is based on, or arises out of, any statement, information or opinions
in, or omission from, this Offer Document.

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 GENERAL AND STATUTORY INFORMATION

RESPONSIBILITY STATEMENT BY OUR DIRECTORS

39. 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, having made all reasonable enquiries, that to the best of their knowledge
and belief, the facts stated and the opinions expressed 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 statement herein misleading and that this
Offer Document constitutes full and true disclosure of all material facts about the Placement and
our Group.

DOCUMENTS FOR INSPECTION

40. The following documents or copies thereof may be inspected at our registered office at 1
Robinson Road, #17-00 AIA Tower, Singapore 048542, 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) the Independent Auditors Report and the Combined Financial Statements for the Years
Ended 30 September 2008, 2009 and 2010 as set out in Appendix A of this Offer Document;

(iii) the Service Agreements referred to in this Offer Document;

(iv) the material contracts referred to in the subsection entitled Material Contracts under this
section of this Offer Document; and

(v) the letters of consent referred to in the subsection entitled Consents under this section of
this Offer Document.

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 APPENDIX A INDEPENDENT AUDITORS REPORT AND THE
COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED
30 SEPTEMBER 2008, 2009 AND 2010

INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS

FOR THE YEARS ENDED 30 SEPTEMBER 2008, 2009 and 2010

16 February 2011

The Board of Directors

Chews Group Limited
20 Murai Farmway
Singapore 709153

Dear Sirs

We have audited the accompanying combined financial statements of Chews Group Limited (the
Company) and its subsidiaries (the Group). The combined financial statements comprise the
combined statements of financial position as at 30 September 2008, 2009 and 2010 and the related
combined statements of comprehensive income, statements of cash flows and statements of changes
in equity of the Group for the years ended 30 September 2008, 2009 and 2010 (the Relevant Periods),
and a summary of significant accounting policies and other explanatory notes, as set out on pages A-3
to A-44.

Managements Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these combined financial
statements in accordance with Singapore Financial Reporting Standards. This responsibility includes:
devising and maintaining a system of internal accounting controls sufficient to provide a reasonable
assurance that assets are safeguarded against loss from unauthorised use or disposition; and
transactions are properly authorised and that they are recorded as necessary to permit the preparation
of true and fair profit and loss account and balance sheet and to maintain accountability of assets;
selecting and applying appropriate accounting policies; and making accounting estimates that are
reasonable in the circumstances.

Auditors Responsibility

Our responsibility is to express an opinion on these combined financial statements based on our audit.
We conducted our audit in accordance with Singapore Standards on Auditing. Those standards require
that we comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance 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 the 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-1
 APPENDIX A INDEPENDENT AUDITORS REPORT AND THE
COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED
30 SEPTEMBER 2008, 2009 AND 2010

Opinion

In our opinion, the combined financial statements of the Group are properly drawn up in accordance
with Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairs
of the Group as at 30 September 2008, 2009 and 2010 and of the results, changes in equity and cash
flows of the Group for the Relevant Periods.

These combined financial statements have been prepared solely in connection with the proposed
listing of Chews Group Limited on Catalist, the sponsor-supervised board of the SGX-ST. This report
is made solely to you, as a body and for no other purpose. We do not assume responsibility towards
or accept liability to any other person for the contents of this report.

Yours faithfully

Deloitte & Touche LLP

Public Accountants and
Certified Public Accountants
Singapore

Cheung Pui Yuen

Partner

A-2
 APPENDIX A INDEPENDENT AUDITORS REPORT AND THE
COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED
30 SEPTEMBER 2008, 2009 AND 2010

CHEWS GROUP LIMITED

COMBINED STATEMENTS OF FINANCIAL POSITION

As at 30 September 2008, 2009 and 2010

Note 2008 2009 2010

$ $ $
ASSETS
Current assets
Cash and bank balances 6 789,578 2,251,182 2,409,459
Trade receivables 7 2,111,619 2,357,002 2,882,408
Other receivables 8 351,057 140,798 1,066,823
Inventories 9 61,909 205,088 837,852

Total current assets 3,314,163 4,954,070 7,196,542

Non-current assets
Property, plant and equipment 10 1,643,954 2,771,720 4,099,358
Land use rights 11 1,933,750 1,828,750 1,723,750
Biological assets 12 3,865,828 4,130,404 4,087,763
Available-for-sale investment 13 1 1 1

Total non-current assets 7,443,533 8,730,875 9,910,872

Total assets 10,757,696 13,684,945 17,107,414

LIABILITIES AND EQUITY

Current liabilities
Current portion of bank loan (secured) 14 108,697
Trade payables 15 915,487 1,086,195 1,573,310
Other payables 16 970,224 945,908 709,851
Current portion of finance leases 17 94,215 332,732 566,530
Income tax payable 933,807 1,160,637 657,117

Total current liabilities 3,022,430 3,525,472 3,506,808

Non-current liabilities
Finance leases 17 154,166 420,144 645,840
Deferred tax liability 18 92,860 119,753 280,754

Total non-current liabilities 247,026 539,897 926,594

Capital and reserves

Share capital 19 10,000,000 10,000,000 10,001,527
Retained earnings (2,511,760) (380,424) 2,672,404

Equity attributable to owners of the Company 7,488,240 9,619,576 12,673,931

Non-controlling interests 81

Total equity 7,488,240 9,619,576 12,674,012

Total liabilities and equity 10,757,696 13,684,945 17,107,414

See accompanying notes to combined financial statements.

A-3
 APPENDIX A INDEPENDENT AUDITORS REPORT AND THE
COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED
30 SEPTEMBER 2008, 2009 AND 2010

CHEWS GROUP LIMITED

COMBINED STATEMENTS OF COMPREHENSIVE INCOME

Years ended 30 September 2008, 2009 and 2010

Note 2008 2009 2010

$ $ $
Revenue 20 14,471,657 16,843,732 19,206,509
Other operating income 21 196,377 259,874 324,279
Changes in inventory (62,721) 143,179 632,764
Purchase of materials (1,471,384) (1,997,380) (3,252,964)
Employee benefits expense 25 (995,106) (985,024) (1,258,552)
Depreciation 10, 25 (97,172) (104,275) (215,548)
Rental expenses (21,076) (14,360)
Amortisation of biological assets 12 (7,602,478) (9,019,479) (9,827,435)
Other operating expenses 22 (1,742,983) (2,484,987) (1,853,727)
Finance costs 23 (33,209) (28,032) (52,173)

Profit before income tax 2,641,905 2,627,608 3,688,793

Income tax expense 24 (1,172,923) (496,272) (636,054)

Profit for the year, representing total

comprehensive income for the year 25 1,468,982 2,131,336 3,052,739

Total comprehensive income (loss) attributable to:

Owners of the Company 1,468,982 2,131,336 3,052,828
Non-controlling interests (89)

1,468,982 2,131,336 3,052,739

Basic and diluted earnings per share (cents) 26 2.05 2.97 4.26

See accompanying notes to combined financial statements.

A-4
 APPENDIX A INDEPENDENT AUDITORS REPORT AND THE
COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED
30 SEPTEMBER 2008, 2009 AND 2010

CHEWS GROUP LIMITED

COMBINED STATEMENTS OF CHANGES IN EQUITY

Years ended 30 September 2008, 2009 and 2010

Attributable Non-
Share Retained to owners of controlling
capital earnings the Company interests Total
$ $ $ $ $
At 1 October 2007 10,000,000 (3,980,742) (3,980,742) 6,019,258
Total comprehensive
income for the year 1,468,982 1,468,982 1,468,982

At 30 September 2008 10,000,000 (2,511,760) (2,511,760) 7,488,240

Total comprehensive
income for the year 2,131,336 2,131,336 2,131,336

At 30 September 2009 10,000,000 (380,424) (380,424) 9,619,576

Issuance of new shares 1,527 170 1,697
Total comprehensive
income (loss) for the year 3,052,739 3,052,828 (89) 3,052,739

At 30 September 2010 10,001,527 2,672,315 2,672,404 81 12,674,012

See accompanying notes to combined financial statements.

A-5
 APPENDIX A INDEPENDENT AUDITORS REPORT AND THE
COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED
30 SEPTEMBER 2008, 2009 AND 2010

CHEWS GROUP LIMITED

COMBINED STATEMENTS OF CASH FLOWS

Years ended 30 September 2008, 2009 and 2010

2008 2009 2010

$ $ $
Operating activities
Profit before income tax 2,641,905 2,627,608 3,688,793
Adjustments for:
Interest expense 33,209 28,032 52,173
Interest income (3,515) (256) (1,520)
Biological assets written off 532,215 1,067,293 601,880
Depreciation of property, plant and equipment 78,973 94,432 202,005
Amortisation of land use rights 18,199 9,843 13,543
Amortisation of biological assets 7,602,478 9,019,479 9,827,435
(Reversal of) Allowance for doubtful trade receivables (2,169) 11,907 18,548
Allowance for doubtful other receivables 317,076
Gain on disposal of property, plant and equipment (3,007) (55,450) (7,800)
Property, plant and equipment written off 12,758

Operating cash flows before movements in working capital 10,898,288 13,119,964 14,407,815
Trade receivables 905 (257,290) (543,954)
Other receivables (210,450) (106,817) (926,025)
Inventories 62,721 (143,179) (632,764)
Trade payables 595,197 170,708 487,115
Other payables 198,504 (24,316) (236,057)

Cash generated from operations 11,545,165 12,759,070 12,556,130

Interest received 3,515 256 1,520
Income tax paid (146,256) (242,549) (978,573)

Net cash from operating activities 11,402,424 12,516,777 11,579,077

Investing activities
Proceeds on disposal of property, plant and equipment 7,001 55,450 7,800
Purchases of property, plant and equipment (Note 1) (370,637) (807,040) (1,081,740)
Addition to land use rights (2,100,000)
Proceeds on disposal of biological assets 627,710 644,054 731,484
Purchases of biological assets (9,342,726) (10,420,628) (10,577,833)

Net cash used in investing activities (11,178,652) (10,528,164) (10,920,289)

See accompanying notes to combined financial statements.

A-6
 APPENDIX A INDEPENDENT AUDITORS REPORT AND THE
COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED
30 SEPTEMBER 2008, 2009 AND 2010
2008 2009 2010
$ $ $
Financing activities
Interest paid (33,209) (28,032) (52,173)
Repayments of obligations under finance leases (116,543) (390,280) (450,035)
Repayments of bank loan (404,309) (108,697)
Movement in pledged fixed deposits 271,529 (250,256) 180,818
Proceeds from issuance of new shares 1,697

Net cash used in financing activities (282,532) (777,265) (319,693)

Net (decrease) increase in cash and cash equivalents (58,760) 1,211,348 339,095
Cash and cash equivalents at beginning of the year 817,338 758,578 1,969,926

Cash and cash equivalents at end of the year (Note 6) 758,578 1,969,926 2,309,021

Note 1:

During the year, the Group acquired property, plant and equipment with an aggregate cost of $1,991,269 (2009: $1,701,815;
2008: $635,838) of which $909,529 (2009: $894,775; 2008: $265,201) was acquired under finance arrangements. Cash
payments of $1,081,740 (2009: $807,040; 2008: $370,637) were made to purchase property, plant and equipment.

See accompanying notes to combined financial statements.

A-7
 APPENDIX A INDEPENDENT AUDITORS REPORT AND THE
COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED
30 SEPTEMBER 2008, 2009 AND 2010

CHEWS GROUP LIMITED

NOTES TO COMBINED FINANCIAL STATEMENTS

As at 30 September 2008, 2009 and 2010

1 GENERAL

The Company (Registration No. 201020806C) was incorporated in the Republic of Singapore on
30 September 2010 with its principal place of business at 20 Murai Farmway, Singapore 709153
and registered office at 1 Robinson Road, #17-00, AIA Tower, Singapore 048542. The combined
financial statements are expressed in Singapore dollars, which is the Companys functional
currency.

The principal activity of the Company is that of investment holding.

The principal activities of the subsidiaries are disclosed below.

Pursuant to a Group restructuring exercise (the Restructuring) to rationalise the structure of the
Company and its subsidiaries (hereinafter collectively referred to as the Group) in preparation
for the proposed listing of the Company on the Singapore Exchange Securities Trading Limited,
the Company underwent the Restructuring involving the following:

(a) Acquisition of Chews Food International Ltd (CFIL)

On 9 December 2010, the Company and the Companys Managing Director, Mr Chew Eng
Hoe, entered into a share transfer agreement pursuant to which the Company acquired
9,000 ordinary shares, representing 90% shareholdings in the issued and paid-up share
capital of CFIL from Mr Chew Eng Hoe, at a nominal consideration of S$1.00. The remaining
10% shareholdings in the issued and paid-up share capital of CFIL is held by Ms Li Ka Fung,
an unrelated third party.

(b) Share swap exercise (Share Swap) between the Company and Chews Agriculture Pte Ltd
(CAPL)

Pursuant to an agreement dated 19 January 2011, the Company acquired the entire issued
and paid-up share capital of CAPL comprising 10,000,000 ordinary shares (the CAPL
Shares) at an aggregate consideration of S$9,999,999. The purchase consideration was
satisfied by the issue of 9,999,999 fully paid Shares (the Consideration Shares) to the
shareholders of CAPL namely, Messrs Chew See Lian, Chew Suu Hai, Chew Chu Hoo,
Chew Eng Kiat, Chew Eng Hoe, Chew Eng Keng and Chews Farm Holdings (the Original
CAPL Shareholders), who renounced part of their Consideration Shares (the
Renunciation). The details of the Share Swap and the Renunciation are as follows:

A-8
 APPENDIX A INDEPENDENT AUDITORS REPORT AND THE
COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED
30 SEPTEMBER 2008, 2009 AND 2010
Number of Number of
Number Number of Consideration Shares in the
of CAPL Shares in the Number of Shares Company after
shares Company Number of Consideration received the Share
before before Share Consideration Shares pursuant to the Swap and the
Name Share Swap Swap Shares issued renounced Renunciation Renunciation

Chew See Lian 848,250 848,250 805,838 42,412

(8.49%) (renounced to (0.42%)
Fenghe
Investment
Holding Pte Ltd
Fenghe
Investment)

Chew Suu Hai 1,717,250 1,717,250 1,545,525 171,725

(17.17%) (renounced to (1.71%)
Fenghe
Investment)

Chew Chu Hoo 1,717,250 1,717,250 858,625 858,625

(17.17%) (renounced to (8.58%)
Fenghe
Investment)

Chew Eng Kiat 460,000 460,000 414,000 46,000

(4.60%) (renounced to (0.46%)
Fenghe
Investment)

Chew Eng Hoe 981,000 981,000 931,950 49,050

(9.81%) (renounced to (0.49%)
Fenghe
Investment)

Chew Eng Keng 596,000 596,000 357,600 238,400

(5.96%) (renounced to (2.38%)
Fenghe
Investment)

Chews Farm 3,680,250 3,680,249 3,312,224

Holdings (36.80%) (renounced to
Fenghe
Investment)
368,025
(renounced to
individual
shareholders
below)

Chew Yam Ber 52,575 52,575

(0.53%)

Chew Chee Bin 52,575 52,575

(0.53%)

Chew Chee Chen 52,575 52,575

(0.53%)

Chew Lay Kien 52,575 52,575

(0.53%)

Chew Lee Meng 52,575 52,575

(0.53%)

A-9
 APPENDIX A INDEPENDENT AUDITORS REPORT AND THE
COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED
30 SEPTEMBER 2008, 2009 AND 2010
Number of Number of
Number Number of Consideration Shares in the
of CAPL Shares in the Number of Shares Company after
shares Company Number of Consideration received the Share
before before Share Consideration Shares pursuant to the Swap and the
Name Share Swap Swap Shares issued renounced Renunciation Renunciation

Chew Chee 52,575 52,575

Keong (0.53%)

Chew Chee Sen 52,575 52,575

(0.53%)

Fenghe 1 8,225,762 8,225,763

Investment (100%) (82.25%)

Total 10,000,000 1 9,999,999 8,593,787 8,593,787 10,000,000

(100%) (100%) (100%)

Fenghe Investment is an investment holding company incorporated in Singapore on 20

September 2010. It is held by Messrs Chew See Lian (1,958 shares (9.79%)), Chew Suu Hai
(3,758 shares (18.79%)), Chew Chu Hoo (2,088 shares (10.44%)), Chew Eng Kiat (1,006 shares
(5.03%)), Chew Eng Hoe (2,266 shares (11.33%)), Chew Eng Keng (870 shares (4.35%)) and
Chews Farm Holdings (8,054 shares (40.27%)).

Chews Farm Holdings is an investment holding company incorporated in Singapore on 6 June

2007. It is held by Messrs Chew Yam Ber, Chew Chee Bin, Chew Chee Chen, Chew Lay Kien,
Chew Lee Meng, Chew Chee Keong and Chew Chee Sen who each holds four shares in Chews
Farm Holdings.

Upon the completion of the Restructuring and at the date of this report, the Company has the
following subsidiaries:

Country of Attributable equity

incorporation and interest of the
Name of subsidiaries operations Company Principal activity
%
Chews Agriculture Pte Ltd(1) Singapore 100 Production and
selling of eggs and
trading of spent
grains
Chews Food International Ltd.(2) Hong Kong 90 Trading of eggs

(1) Audited by Deloitte & Touche, LLP, Singapore.

(2) Not audited as the subsidiary is dormant since incorporation.

Basis of preparation of the combined financial statements

For the purpose of preparing this set of combined financial statements, the combined statements
of comprehensive income, combined statements of cash flows and combined statements of
changes in equity for the Relevant Periods have been prepared on a combined basis and include
the financial information of the companies now comprising the Group as if the current Group
structure had been in existence throughout the Relevant Periods, or since their respective dates
of establishment or acquisition whichever is the shorter period. The combined statements of

A-10
 APPENDIX A INDEPENDENT AUDITORS REPORT AND THE
COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED
30 SEPTEMBER 2008, 2009 AND 2010

financial position of the Group as at 30 September 2008, 2009 and 2010 have been prepared to
present the assets and liabilities of the Group as at those dates as if the current Group structure
had been in existence at these dates.

The combined financial statements of the Group for the years ended 30 September 2008, 2009
and 2010 were authorised for issue by the Board of Directors on 16 February 2011.

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF ACCOUNTING The combined financial statements have been prepared in

accordance with the historical cost basis, except as disclosed in the accounting policies below,
and are drawn up in accordance with the provision of the Singapore Financial Reporting
Standards (FRS).

ADOPTION OF NEW AND REVISED STANDARDS The Group has adopted all the new and
revised FRSs and Interpretations of FRS (INT FRS) issued and amendments to FRS that are
relevant to the Group since the beginning of the Relevant Periods.

At the date of authorisation of these combined financial statements, the following FRSs that are
relevant to the Group were issued but not effective:

Amendments to FRS 7 Statement of Cash Flows

The amendments (part of Improvements to FRSs issued in June 2009) specify that only
expenditures that result in a recognised asset in the statement of financial position can be
classified as investing activities in the statement of cash flows. Consequently, cash flows in
respect of development costs that do not meet the criteria in FRS 38 Intangible Assets for
capitalisation as part of an internally generated intangible asset (and, therefore, are recognised in
profit or loss as incurred) will be reclassified from investing to operating activities in the statement
of cash flows. The amendments to FRS 7 will be adopted for periods beginning on or after 1
January 2010.

FRS 24 (Revised) Related Party Disclosures

FRS 24 (Revised) is effective for annual periods beginning on or after 1 January 2011. The revised
Standard clarifies the definition of a related party and consequently additional parties may be
identified as related to the reporting entity. In addition, the revised Standard provides partial
exemption for government-related entities, in relation to the disclosure transactions, outstanding
balances and commitments. Where such exemptions apply, the reporting entity has to make
additional disclosures, including the nature of the governments relationship with the reporting
entity and information on significant transactions or Company of transactions involved. In the
period of initial adoption, the changes to related party disclosures, if any, will be applied
retrospectively with restatement of the comparative information.

BASIS OF COMBINATIONS The combined financial statements incorporate the financial

statements of the Company and its subsidiaries and had been prepared using the principles of
merger accounting and on the assumption that the re-organisation of entities controlled by the
same shareholders has been effected as at the beginning of the Relevant Periods presented in
these combined financial statements.

A-11
 APPENDIX A INDEPENDENT AUDITORS REPORT AND THE
COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED
30 SEPTEMBER 2008, 2009 AND 2010

All significant intercompany transactions and balances between Group enterprises are eliminated
on combination.

Non-controlling interests in the net assets of subsidiaries are identified separately from the
Groups equity therein. Non-controlling interests consist of the amount of those interests at the
date of the original business combination and the non-controlling interests share of changes in
equity since the date of the combination. Total comprehensive income is attributed to non-
controlling interests even if this results in the non-controlling interests having a deficit balance.

FINANCIAL INSTRUMENTS Financial assets and financial liabilities are recognised on the
Groups combined statements of financial position when the Group becomes a party to the
contractual provisions of the instrument.

Effective interest method

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 through
the expected life of the financial instrument, or where appropriate, a shorter period. Income and
expense is recognised on an effective interest rate basis for debt instruments.

Financial assets

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits that are readily
convertible to a known amount of cash and are subject to an insignificant risk of changes in value.

Trade and other receivables

Trade and other receivables are measured at amortised cost using the effective interest method
less impairment except for short-term receivables when the recognition of interest would be
immaterial.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at the end of each reporting period.
Financial assets are impaired where there is objective evidence that, as a result of one or more
events that occurred after the initial recognition of the financial asset, the estimated future cash
flows of the financial assets have been impacted. For financial assets carried at amortised cost,
the amount of the impairment 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 receivables is reduced through the use of an allowance account.
When a receivable is uncollectible, it is written off against the allowance account. Subsequent
recoveries of amounts previously written off are credited against the allowance account. Changes
in the carrying amount of the allowances account are 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

A-12
 APPENDIX A INDEPENDENT AUDITORS REPORT AND THE
COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED
30 SEPTEMBER 2008, 2009 AND 2010

recognised impairment loss is reversed through profit or loss to the extent the carrying amount of
the receivables at the date the impairment is reversed does not exceed what the amortised cost
would have been had the impairment not been recognised.

Derecognition of financial assets

The Group derecognises a financial asset only when the contractual rights to the cash flows from
the asset expire, or it transfers the financial asset and substantially all the risks and rewards of
ownership of the asset to another entity. If the Group neither transfers nor retains substantially all
the risks and rewards of ownership and continues to control the transferred asset, the Group
recognises its retained interest in the asset and an associated liability for amounts it may have to
pay. If the Group retains substantially all the risks and rewards of ownership of a transferred
financial asset, the Group continues to recognise the financial asset and also recognises a
collateralised borrowing for the proceeds received.

Available-for-sale financial assets

Certain unquoted shares held by the Group are classified as being available-for-sale and are
stated at fair value or cost when its fair value cannot be measured reliably. Gains and losses
arising from changes in fair value are recognised directly in the revaluation reserve with the
exception of impairment losses and interest calculated using the effective interest method. Where
the investment is disposed of or is determined to be impaired, the cumulative gain or loss
previously recognised in the revaluation reserve is included in profit or loss for the period.
Dividends on available-for-sale equity instruments are recognised in profit or loss when the
Groups right to receive payments is established.

Financial liabilities and equity instruments

Classification as debt or equity

Financial liabilities and equity instruments issued by the Group are classified according to the
substance of the contractual arrangements entered into and the definitions of a financial liability
and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Group
after deducting all of the liabilities. Equity instruments are recorded at the proceeds received, net
of direct issue costs.

Other financial liabilities

Trade and other payables are initially measured at fair value, net of transaction costs, and are
subsequently measured at amortised cost, using the effective interest method, with interest
expense recognised on an effective yield basis.

Interest-bearing bank loans are initially measured at fair value, and are subsequently measured
at amortised cost, using the effective interest method. Any difference between the proceeds (net

A-13
 APPENDIX A INDEPENDENT AUDITORS REPORT AND THE
COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED
30 SEPTEMBER 2008, 2009 AND 2010

of transaction costs) and the settlement or redemption of borrowings is recognised over the term
of the borrowings in accordance with the Groups accounting policy for borrowing costs (see
below).

Derecognition of financial liabilities

The Group derecognises financial liabilities when, and only when, the Groups obligations are
discharged, cancelled or they expire.

LEASES Leases are classified as finance leases whenever the terms of the lease transfer
substantially all the risks and rewards of ownership to the lessee. All other leases are classified
as operating leases.

The Group as lessee

Assets held under finance leases are recognised as assets of the Group at their fair value at the
inception of the lease or, if lower, at the present value of the minimum lease payments. The
corresponding liability to the lessor is included in the combined statements of financial position as
a finance lease obligation. Lease payments are apportioned between finance charges and
reduction of the lease obligation so as to achieve a constant rate of interest on the remaining
balance of the liability. Finance charges are charged directly to profit or loss. Contingent rentals
are recognised as expenses in the periods in which they are incurred.

Rentals payable under operating leases are charged to profit or loss on a straight-line basis over
the term of the relevant lease unless another systematic basis is more representative of the time
pattern in which economic benefits from the leased asset are consumed. Contingent rentals
arising under operating leases are recognised as an expense in the period in which they are
incurred.

In the event that lease incentives are received to enter into operating leases, such incentives are
recognised as a liability. The aggregate benefit of incentives is recognised as a reduction of rental
expense on a straight-line basis, except where another systematic basis is more representative
of the time pattern in which economic benefits from the leased asset are consumed.

INVENTORIES Inventories are stated at the lower of cost and net realisable value. Cost
comprises direct materials and where applicable, direct labour costs and overheads that have
been incurred in bringing the inventories to their present location and condition. Cost is calculated
using the first-in, first-out method. Net realisable value represents the estimated selling price less
all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

The eggs are stated at fair value less cost to sell at the point of harvest.

BIOLOGICAL ASSETS Biological assets include mature and immature chickens kept by the
Group for the production of eggs. A chicken is considered mature when it starts producing eggs
at about 23 weeks old.

The chickens are measured at costs less accumulated amortisation and impairment losses as
their fair value cannot be measured reliably.

A-14
 APPENDIX A INDEPENDENT AUDITORS REPORT AND THE
COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED
30 SEPTEMBER 2008, 2009 AND 2010

The chickens are subjected to amortisation when they are considered mature. They are being
amortised on a reducing balance method over the estimated egg laying period of about 50 weeks
and thereafter disposed off at a residual value.

The costs of chickens consists of the initial purchase costs and accumulated costs of vaccine,
chicken feed, medicine and other indirect overhead costs incurred to breed the chickens to a
mature state and sustain its production capacity.

The estimated useful lives, residual values and amortisation method are reviewed at the end of
each reporting period, with the effect of any changes in estimate accounted for on a prospective
basis.

PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment are stated at cost, less
accumulated depreciation and any accumulated impairment losses.

Depreciation is charged so as to write off the cost of assets over their estimated useful lives, using
the straight-line method, on the following bases:

Farm buildings 15 years

Plant, machinery and equipment 10 years
Office equipment and motor vehicles 5 years

The estimated useful lives, residual values and depreciation method are reviewed at each
reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

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.

The gain or loss arising on the disposal or retirement of an asset is determined as the difference
between the sales proceeds and the carrying amount of the asset and is recognised in profit or
loss.

Fully depreciated property, plant and equipment still in use are retained in the combined financial
statements.

LAND USE RIGHTS Prepaid land rental is accounted for as land use rights and amortised on
a straight-line basis over the lease term of 20 years.

IMPAIRMENT OF TANGIBLE ASSETS At the end of each reporting period, the Group reviews
the carrying amounts of its assets to determine whether there is any indication that those assets
have suffered an impairment loss. If any such indication exists, the recoverable amount of the
asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not
possible to estimate the recoverable amount of an individual asset, the Group estimates the
recoverable amount of the cash-generating unit to which the asset belongs.

A-15
 APPENDIX A INDEPENDENT AUDITORS REPORT AND THE
COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED
30 SEPTEMBER 2008, 2009 AND 2010

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing
value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks
specific to the asset.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its
carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its
recoverable amount. An impairment loss is recognised immediately in profit or loss.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-
generating unit) is increased to the revised estimate of its recoverable amount, but so that the
increased carrying amount does not exceed the carrying amount that would have been
determined had no impairment loss been recognised for the asset (cash-generating unit) in prior
years. A reversal of an impairment loss is recognised immediately in profit or loss.

PROVISIONS Provisions are recognised when the Group has a present obligation (legal or
constructive) as a result of a past event, it is probable that the Group will be required to settle the
obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle
the present obligation at the end of the reporting period, taking into account the risks and
uncertainties surrounding the obligation. Where a provision is measured using the cash flows
estimated to settle the present obligation, its carrying amount is the present value of those cash
flows.

When some or all of the economic benefits required to settle a provision are expected to be
recovered from a third party, the receivable is recognised as an asset if it is virtually certain that
reimbursement will be received and the amount of the receivable can be measured reliably.

REVENUE RECOGNITION Revenue is measured at the fair value of the consideration

received or receivable. Revenue is reduced for estimated customer returns, rebates and other
similar allowances.

Sale of goods

Revenue from the sale of goods is recognised when all the following conditions are satisfied:

the Group has transferred to the buyer the significant risks and rewards of ownership of the
goods;

the Group retains neither continuing managerial involvement to the degree usually
associated with ownership nor effective control over the goods sold;

the amount of revenue can be measured reliably;

it is probable that the economic benefits associated with the transaction will flow to the
Group; and

the costs incurred or to be incurred in respect of the transaction can be measured reliably.

A-16
 APPENDIX A INDEPENDENT AUDITORS REPORT AND THE
COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED
30 SEPTEMBER 2008, 2009 AND 2010

Interest income

Interest income is accrued on a time basis, by reference to the principal outstanding and at the
effective interest rate applicable.

Commission income

Commission income is recognised upon completion of services rendered.

BORROWING COSTS Borrowing costs directly attributable to the acquisition, construction or

production of qualifying assets, which are assets that necessarily take a substantial period of time
to get ready for their intended use or sale, are added to the cost of those assets, until such time
as the assets are substantially ready for their intended use or sale. Investment income earned on
the temporary investment of specific borrowings pending their expenditure on qualifying assets is
deducted from the borrowing costs eligible for capitalisation.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

RETIREMENT BENEFIT COSTS Payments to defined contribution retirement benefit plans are
charged as an expense as they fall due. Payments made to state-managed retirement benefit
schemes, such as the Singapore Central Provident Fund, are dealt with as payments to defined
contribution plans where the Groups obligations under the plans are equivalent to those arising
in a defined contribution retirement benefit plan.

EMPLOYEE LEAVE ENTITLEMENT Employee entitlements to annual leave are recognised

when they accrue to employees. A provision is made for the estimated liability for annual leave as
a result of services rendered by employees up to the end of the reporting period.

INCOME TAX Income tax expense represents the sum of the tax currently payable and
deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit
as reported in the statement of comprehensive income because it excludes items of income or
expense that are taxable or deductible in other years and it further excludes items that are not
taxable or tax deductible. The Groups liability for current tax is calculated using tax rates (and tax
laws) that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on the differences between the carrying amounts of assets and
liabilities in the combined financial statements and the corresponding tax bases used in the
computation of taxable profit, and is accounted for using the balance sheet liability method.
Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred
tax assets are recognised to the extent that it is probable that taxable profits will be available
against which deductible temporary differences can be utilised.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and
reduced to the extent that it is no longer probable that sufficient taxable profits will be available to
allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability
is settled or the asset realised based on the tax rates (and tax laws) that have been enacted or
substantively enacted by the end of the reporting period.

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 APPENDIX A INDEPENDENT AUDITORS REPORT AND THE
COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED
30 SEPTEMBER 2008, 2009 AND 2010

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off
current tax assets against current tax liabilities and when they relate to income taxes levied by the
same taxation authority and the Group intends to settle its current tax assets and liabilities on a
net basis.

Current and deferred tax are recognised as an expense or income in profit or loss.

FOREIGN CURRENCY TRANSACTIONS The individual financial statements of each Group

entity are measured and presented in the currency of the primary economic environment in which
the entity operates (its functional currency). The combined financial statements of the Group are
presented in Singapore dollars, which is the functional currency of the Company and the
presentation currency for the combined financial statements.

In preparing the combined financial statements, transactions in currencies other than the
Companys functional currency are recorded at the rates of exchange prevailing on the date of the
transaction. At the end of each reporting period, monetary items denominated in foreign
currencies are retranslated at the rates prevailing at the end of each reporting period.
Non-monetary items that are measured in terms of historical cost in a foreign currency are not
retranslated.

Exchange differences arising on the settlement of monetary items, and on retranslation of

monetary items are included in profit or loss for the period.

3 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION

UNCERTAINTY

In the application of the Groups accounting policies, which are described in Note 2, management
is required to make judgements, estimates and assumptions about the carrying amounts of assets
and liabilities that are not readily apparent from other sources. The estimates and associated
assumptions are based on historical experience and other factors that are considered to be
relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period in which the estimate is revised if the revision
affects only that period, or in the period of the revision and future periods if the revision affects
both current and future periods.

Critical judgements in applying the entitys accounting policies

There are no critical judgements, apart from those involving estimation (see below) that the
management has made in the process of applying the accounting policy for the amounts
recognised in the combined financial statements.

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 within the next financial year, are discussed below:

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 APPENDIX A INDEPENDENT AUDITORS REPORT AND THE
COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED
30 SEPTEMBER 2008, 2009 AND 2010

Impairment of biological assets

The Group assesses annually whether its biological assets have any indication of impairment in
accordance with its accounting policy. In instances where there are indicators of impairment, the
recoverable amounts of biological assets will be determined based on value-in-use calculations.
These calculations require the use of management judgements and estimates. No provision for
impairment is considered necessary at the end of the respective reporting periods as no indication
of impairment has been identified. The carrying amounts of biological assets are disclosed in Note
12 to the combined financial statements.

Allowance for doubtful debts

The Group makes allowance for bad and doubtful debts based on an assessment of the
recoverability of trade and other receivables. Allowances are applied to trade and other
receivables where events or changes in circumstances indicate that the balances may not be
collectible. The identification of doubtful debts requires the use of judgement and estimates.
Where the expectation is different from the original estimate, such difference will impact the
carrying value of trade and other receivables and doubtful debts expenses in the period in which
such estimate has been changed.

The carrying amounts of trade and other receivables at the end of the reporting period as
disclosed in Notes 7 and 8 to the combined financial statements respectively, approximate their
recoverable amounts as there has not been a significant change in their credit quality since the
end of the reporting period.

Useful lives of property, plant and equipment

As described in Note 2, the Group reviews the estimated useful lives of property, plant and
equipment at the end of each annual reporting period. Changes in the expected level and future
usage can impact the economic useful lives of these assets with consequential impact on the
future depreciation charge. The carrying amounts of property, plant and equipment are disclosed
in Note 10 to the combined financial statements.

Impairment of property, plant and equipment

The Group assesses annually whether property, plant and equipment exhibit any indication of
impairment. In instances where there are indications of impairment, the recoverable amounts of
property, plant and equipment will be based on value-in-use calculations. These calculations
require the use of management judgement and estimates. The carrying amounts of the Groups
property, plant and equipment are disclosed in Note 10 to the combined financial statements.

Useful lives biological assets

As described in Note 2, the Group reviews the estimated useful lives of biological assets at the
end of each annual reporting period. Management is of the view that the estimation of useful lives
of the biological assets is reasonable and no change from prior periods. The carrying amounts of
biological assets are disclosed in Note 12 to the combined financial statements.

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 APPENDIX A INDEPENDENT AUDITORS REPORT AND THE
COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED
30 SEPTEMBER 2008, 2009 AND 2010

4 FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT

(a) Categories of financial instruments

The following table sets out the financial instruments as at the end of the reporting period:

2008 2009 2010

$ $ $
Financial Assets
Loans and receivables (including cash and cash
equivalents) 3,107,167 4,722,397 6,025,805
Available-for-sale financial asset 1 1 1

Financial Liabilities
Amortised cost 2,242,789 2,784,979 3,495,531

(b) Financial risk management policies and objectives

The Groups overall financial risk management policies and objectives seek to minimise
potential adverse effects on the financial performance of the Group. Risk management is
carried out by the Board of Directors and periodic reviews are undertaken to ensure that the
Groups policy guidelines are complied with. There has been no change to the Groups
exposure to these financial risks or the manner in which it manages and measures the risk.

(i) Foreign exchange risk management

The Group transacts business in other foreign currencies including the United States
dollar, Euro and Malaysian ringgit and therefore is exposed to foreign exchange risk.
The Company does not hedge against foreign exchange exposure as the currency risk
is not expected to be significant.

At the end of the reporting period, the carrying amounts of monetary assets and
monetary liabilities denominated in currencies other than the respective Group entities
functional currencies are as follows:

Liabilities Assets
2008 2009 2010 2008 2009 2010
$ $ $ $ $ $
United States dollar 19,687 11,750 48,039
Euro 207,704 75,600 293,984
Malaysian ringgit 2,728 13,187 171,054

Foreign currency sensitivity

The following table details the sensitivity to a 10% increase and decrease in the
relevant foreign currencies against the Singapore dollars. The sensitivity analysis

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APPENDIX A INDEPENDENT AUDITORS REPORT AND THE
COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED
30 SEPTEMBER 2008, 2009 AND 2010

includes only outstanding foreign currency denominated monetary items and adjusts
their translation at the period end for a 10% change in foreign currency rates.

If the relevant foreign currencies weakens by 10% against the functional currency of
each Group entity, the Groups profit or loss will increase by:

2008 2009 2010

$ $ $
United States dollar 1,969 1,175 4,804
Euro 20,770 7,560 29,398
Malaysian ringgit 273 1,319 17,105

If the relevant foreign currencies strengthens by 10%, there would be an equal and
opposite impact on the Groups profit or loss.

(ii) Interest rate risk management

Interest bearing financial assets are mainly bank balances which are short-term in
nature and bank deposits which are insignificant. Hence, financial assets do not result
in significant interest rate risk.

The Groups exposures to interest rate risk on its bank loan and finance leases for
changes in interest rate is minimal as these financial liabilities bear fixed interest rate.

No sensitivity analysis is prepared as the Group does not expect any material effect on
the Groups profit or loss arising from the effects of reasonably possible changes to
interest rates on interest bearing financial instruments at the end of the reporting
period.

(iii) Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations
resulting in a financial loss to the Group. The Groups exposure and the credit ratings
of its counterparties are continuously monitored and the aggregate value of
transactions concluded is spread amongst approved counterparties. Credit exposure is
controlled by the counterparty limits that are reviewed and approved by the
management periodically.

The Groups bank balances are held with creditworthy financial institutions.

Concentration of credit risk exists when economic, industry or geographical factors

similarly affect the Groups counterparties whose aggregate credit exposure is
significant in relation to the Groups total credit exposure. There is no concentration of
credit risk as the Group does not have any significant credit risk exposure to any single
counterparty or any company of counterparties having similar characteristics. The
Group defines counterparties as having similar characteristics if they are related
entities.

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APPENDIX A INDEPENDENT AUDITORS REPORT AND THE
COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED
30 SEPTEMBER 2008, 2009 AND 2010

The carrying amount of financial assets recorded in the combined financial statements,
grossed up for any allowances for losses, represents the Groups maximum exposure
to credit risk without taking account of the value of any collateral obtained.

Further details of credit risks on trade and other receivables are disclosed in Notes 7
and 8 to the combined financial statements respectively.

(iv) Liquidity risk management

Management is of the view that there is minimal liquidity risk as the Group maintains
sufficient cash and cash equivalents and internally generated cash flows to finance
their activities. If required, financing can be obtained from its existing lines of banking
facilities.

Liquidity and interest risk analyses

Non-derivative financial liabilities

The following tables detail the remaining contractual maturity for non-derivative
financial liabilities. The tables have been drawn up based on the undiscounted cash
flows of financial liabilities based on the earliest date on which the Group can be
required to pay. The table includes both interest and principal cash flows. The
adjustment column represents the possible future cash flows attributable to the
instrument included in the maturity analysis which is not included in the carrying
amount of the financial liability on the combined statements of financial position.

Weighted
average On
effective demand
interest or within Within 2
rate 1 year to 5 years Adjustment Total
% $ $ $ $
2008
Non-interest bearing 1,885,711 1,885,711
Fixed interest rate
instruments 7.00 108,697 108,697
Finance leases
(fixed rate) 7.70 105,947 162,571 (20,137) 248,381

2,100,355 162,571 (20,137) 2,242,789

2009
Non-interest bearing 2,032,103 2,032,103
Finance leases (fixed rate) 8.10 329,780 483,336 (60,240) 752,876

2,361,883 483,336 (60,240) 2,784,979

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 APPENDIX A INDEPENDENT AUDITORS REPORT AND THE
COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED
30 SEPTEMBER 2008, 2009 AND 2010
Weighted
average On
effective demand
interest or within Within 2
rate 1 year to 5 years Adjustment Total
% $ $ $ $
2010
Non-interest bearing 2,283,161 2,283,161
Finance leases (fixed rate) 6.70 614,399 680,249 (82,278) 1,212,370

2,897,560 680,249 (82,278) 3,495,531

Non-derivative financial assets

All financial assets in 2008, 2009 and 2010 are repayable on demand or due within 1
year from the end of the reporting period.

(v) Fair value of financial assets and financial liabilities

The carrying amounts of cash and bank balances, trade and other current receivables
and payables and other liabilities approximate their respective fair values due to the
relatively short-term maturity of these financial instruments. The fair value of other
classes of financial assets and liabilities are disclosed in the respective notes to the
combined financial statements.

(c) Capital risk management policies and objectives

The Group manages its capital to ensure that the Group will be able to continue as a going
concern while maximising the return to stakeholders through the optimisation of the debt and
equity balance, and to ensure that all externally imposed capital requirements are complied
with.

The capital structure of the Group consists of debt, which includes bank loans, finance
leases and equity, comprising issued capital and retained earnings. The Groups overall
strategy remains unchanged during the Relevant Periods.

5 RELATED PARTY TRANSACTIONS

Related parties are entities with common direct or indirect shareholders and/or director and
associates. Parties are considered to be related if one party has the ability to control the other
party or exercise significant influence over the other party in making financial and operating
decisions.

Some of the Groups transactions and arrangements are with related parties and the effect of
these on the basis determined between the parties is reflected in these combined financial
statements. The balances are unsecured, interest-free and repayable on demand.

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 APPENDIX A INDEPENDENT AUDITORS REPORT AND THE
COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED
30 SEPTEMBER 2008, 2009 AND 2010

Details of transactions between the Group and related parties are disclosed below:

2008 2009 2010

$ $ $
Sales of goods 20,280
Purchase of goods 7,688,417 6,032,926
Consultation fee expense 42,000 168,000

Compensation of directors and key management personnel

The remuneration of directors and other members of key management are as follows:

2008 2009 2010

$ $ $
Short-term benefits 161,770 294,690 393,191
Post-employment benefits 20,507 20,814 39,445

Total 182,277 315,504 432,636

The remuneration of directors and key management is determined by the Board of Directors
having regard to the performance of individuals and market trends.

6 CASH AND BANK BALANCES

2008 2009 2010

$ $ $
Cash at bank 758,578 1,969,926 2,309,021
Fixed deposits 31,000 281,256 100,438

Cash and bank balances 789,578 2,251,182 2,409,459

Less: Pledged fixed deposits (31,000) (281,256) (100,438)

Cash and cash equivalents in the statements of cash flows 758,578 1,969,926 2,309,021

The fixed deposits were pledged to a bank as security for banking facilities. The fixed deposits
bear interest at an average effective interest rate at 0.35% (2009: 0.575%; 2008: 0.825%) per
annum and has a tenure of approximately 1 year.

The above balances are all denominated in the functional currencies of the respective entities.

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 APPENDIX A INDEPENDENT AUDITORS REPORT AND THE
COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED
30 SEPTEMBER 2008, 2009 AND 2010

7 TRADE RECEIVABLES

2008 2009 2010

$ $ $
Outside parties 2,156,334 2,413,624 2,901,470
Allowance for doubtful trade receivables (44,715) (56,622) (19,062)

2,111,619 2,357,002 2,882,408

The average credit period on sales of goods is 30 days to 90 days (2009 and 2008: 30 days to
60 days). No interest is charged on the outstanding balances.

An allowance has been made for estimated irrecoverable amounts from the sales of goods to
outside parties of $19,062 (2009: $56,622; 2008: $44,715). This allowance has been determined
based on managements evaluation of the collectability of specific customer accounts.

Included in the Groups trade receivables balance are debtors with a carrying amount of $623,534
(2009: $466,400; 2008: $440,606) which are past due at the reporting date for which the Group
has not provided as there has not been a significant change in credit quality and the amounts are
still considered recoverable.

The Group does not hold any collateral over these balances. The average age of these
receivables are 62 days (2009: 60 days; 2008: 67 days). In determining the recoverability of a
trade receivable, the Group considers any change in the credit quality of the trade receivable from
the date credit was initially granted to the reporting date. The concentration of credit risk is limited
due to the customer base being large and unrelated. Accordingly, the management believes that
there is no further credit provision required in excess of the allowance for doubtful debts.

The table below is an analysis of the Groups trade receivables as at the end of the reporting
period:

2008 2009 2010

$ $ $
Not past due and not impaired 1,671,013 1,890,602 2,258,874
Past due but not impaired 440,606 466,400 623,534

Trade receivables not impaired 2,111,619 2,357,002 2,882,408

Impaired receivables 44,715 56,622 19,062
Less: Allowance for doubtful trade receivables (44,715) (56,622) (19,062)

Total trade receivables, net 2,111,619 2,357,002 2,882,408

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 APPENDIX A INDEPENDENT AUDITORS REPORT AND THE
COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED
30 SEPTEMBER 2008, 2009 AND 2010

Aging profile of receivables that are past due but not impaired:

2008 2009 2010

$ $ $
< 3 months 395,826 420,704 415,126
3 months to 6 months 12,935 14,834 66,836
6 months to 12 months 6,593 73,911
> 12 months 31,845 24,269 67,661

440,606 466,400 623,534

Movement in the allowance for doubtful trade receivables:

2008 2009 2010

$ $ $
At beginning of year 46,884 44,715 56,622
(Reversal of) Charged to profit or loss (2,169) 11,907 18,548
Bad debts written off (56,108)

At end of year 44,715 56,622 19,062

The above balances are all denominated in the functional currencies of the respective entities.

8 OTHER RECEIVABLES

2008 2009 2010

$ $ $
Amount due from director (Note 5) 160,000
Amount due from related party (Note 5) 317,076
Advance payment to suppliers 107,494
Prepayments 37,593 26,585 332,885
Deposits 45,970 114,213 689,843
Others 44,095

351,057 457,874 1,066,823

Less: Allowance for doubtful other receivables (317,076)

351,057 140,798 1,066,823

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 APPENDIX A INDEPENDENT AUDITORS REPORT AND THE
COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED
30 SEPTEMBER 2008, 2009 AND 2010

An allowance has been made for estimated irrecoverable amount from the amount due from
related party.

Movement in the allowance for doubtful other receivables:

2008 2009 2010

$ $ $
At beginning of year 317,076
Charged to profit or loss 317,076
Bad debts written off (317,076)

At end of year 317,076

The above balances are all denominated in the functional currencies of the respective entities.

9 INVENTORIES

2008 2009 2010

$ $ $
At net realisable value:
Eggs 26,963 80,693 47,949
At cost:
Feeds 34,946 38,008 696,451
Herbs and spices 6,025
Packaging materials 80,362 93,452

61,909 205,088 837,852

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 APPENDIX A INDEPENDENT AUDITORS REPORT AND THE
COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED
30 SEPTEMBER 2008, 2009 AND 2010

10 PROPERTY, PLANT AND EQUIPMENT

Plant, Office
machinery equipment
Farm and and motor
buildings equipment vehicles Total
$ $ $ $
Cost:
At 1 October 2007 7,242,939 5,314,482 805,422 13,362,843
Additions 52,300 581,220 2,318 635,838
Written off (350,042) (118,950) (468,992)
Disposals (1,350) (15,245) (16,595)

At 30 September 2008 7,295,239 5,544,310 673,545 13,513,094

Additions 57,254 1,530,760 113,801 1,701,815
Disposals (234,416) (234,416)

At 30 September 2009 7,352,493 7,075,070 552,930 14,980,493

Additions 208,912 1,735,374 46,983 1,991,269
Written off (2,411,859) (35,286) (2,447,145)
Disposals (27,000) (27,000)

At 30 September 2010 7,561,405 6,371,585 564,627 14,497,617

Accumulated depreciation:
At 1 October 2007 6,937,763 4,389,534 620,468 11,947,765
Charge for the year 64,892 278,738 59,338 402,968
Written off (350,042) (118,950) (468,992)
Disposals (405) (12,196) (12,601)

At 30 September 2008 7,002,655 4,317,825 548,660 11,869,140

Charge for the year 70,427 429,307 74,315 574,049
Disposals (234,416) (234,416)

At 30 September 2009 7,073,082 4,747,132 388,559 12,208,773

Charge for the year 75,260 502,546 73,067 650,873
Written off (2,399,356) (35,031) (2,434,387)
Disposals (27,000) (27,000)

At 30 September 2010 7,148,342 2,823,322 426,595 10,398,259

Carrying amount:
At 30 September 2008 292,584 1,226,485 124,885 1,643,954

At 30 September 2009 279,411 2,327,938 164,371 2,771,720

At 30 September 2010 413,063 3,548,263 138,032 4,099,358

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 APPENDIX A INDEPENDENT AUDITORS REPORT AND THE
COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED
30 SEPTEMBER 2008, 2009 AND 2010

Property, plant and equipment that are no longer in used are written off in the combined financial
statements.

For the purposes of obtaining mortgage loans and overdraft facilities, certain plant and machinery
of the Group are pledged as collaterals.

An amount of $448,868 (2009: $479,617; 2008: $323,995) of depreciation charge for the assets
used in the production of eggs was capitalised and included in the carrying amount of biological
assets in Note 12.

Certain of the Groups plant, machinery, equipment and motor vehicles with net book values of
$2,002,638 (2009: $1,194,901; 2008: $604,723) are under finance lease obligations (Note 17).

11 LAND USE RIGHTS

2008 2009 2010

$ $ $
Cost:
Balance at 1 October 2,100,000 2,100,000
Addition 2,100,000

Balance at 30 September 2,100,000 2,100,000 2,100,000

Accumulated amortisation:
Balance at 1 October 166,250 271,250
Amortisation for the year 166,250 105,000 105,000

Balance at 30 September 166,250 271,250 376,250

Net:
At 30 September 1,933,750 1,828,750 1,723,750

An amount of $91,457 (2009: $95,157; 2008: $148,051) of amortisation charge for the land used
in the production of eggs was capitalised and included in the carrying amount of biological assets
in Note 12.

12 BIOLOGICAL ASSETS

A reconciliation of the carrying amount of the biological assets is as follows:

2008 2009 2010

$ $ $
Carrying amount at beginning of year 2,813,459 3,865,828 4,130,404
Increase due to purchase 9,814,772 10,995,402 11,118,158
Decrease due to amortisation (7,602,478) (9,019,479) (9,827,435)
Decrease due to sales/write-off of biological assets (1,159,925) (1,711,347) (1,333,364)

At end of year 3,865,828 4,130,404 4,087,763

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 APPENDIX A INDEPENDENT AUDITORS REPORT AND THE
COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED
30 SEPTEMBER 2008, 2009 AND 2010

Biological assets comprise of:

2008 2009 2010

$ $ $
Mature chickens 3,476,181 3,891,800 3,777,881
Immature chickens 389,647 238,604 309,882

Total 3,865,828 4,130,404 4,087,763

Mature Immature Total

$ $ $
Cost:
At 1 October 2007 5,460,152 213,296 5,673,448
Additions 9,425,125 389,647 9,814,772
Written off (552,676) (552,676)
Disposals (8,317,628) (213,296) (8,530,924)

At 30 September 2008 6,014,973 389,647 6,404,620

Additions 10,756,798 238,604 10,995,402
Written off (656,992) (656,992)
Disposals (9,796,595) (389,647) (10,186,242)

At 30 September 2009 6,318,184 238,604 6,556,788

Additions 10,903,340 214,818 11,118,158
Written off (447,890) (143,540) (591,430)
Disposals (9,326,418) (9,326,418)

At 30 September 2010 7,447,216 309,882 7,757,098

Accumulated amortisation:
At 1 October 2007 2,859,989 2,859,989
Additions 7,389,182 213,296 7,602,478
Written off
Disposals (7,710,379) (213,296) (7,923,675)

At 30 September 2008 2,538,792 2,538,792

Additions 8,629,832 389,647 9,019,479
Written off
Disposals (8,742,240) (389,647) (9,131,887)

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 APPENDIX A INDEPENDENT AUDITORS REPORT AND THE
COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED
30 SEPTEMBER 2008, 2009 AND 2010
Mature Immature Total
$ $ $
At 30 September 2009 2,426,384 2,426,384
Additions 9,827,435 9,827,435
Written off
Disposals (8,584,484) (8,584,484)

At 30 September 2010 3,669,335 3,669,335

Carrying amount:
At 30 September 2008 3,476,181 389,647 3,865,828

At 30 September 2009 3,891,800 238,604 4,130,404

At 30 September 2010 3,777,881 309,882 4,087,763

Biological assets written off comprise of degeneration costs as a result of the mortality of the
chickens over their lives and from the sale of unproductive hens.

Biological assets are used in the production of eggs. Due to the uniqueness of each chicken and
as an active market does not exist for these chickens, these are stated at cost less accumulated
amortisation and impairment losses.

Biological assets are mortgaged to a bank for the purposes of obtaining overdraft facilities for the
Group.

13 AVAILABLE-FOR-SALE INVESTMENT

2008 2009 2010

$ $ $
Unquoted equity shares, at cost 87,500 87,500 87,500
Provision for impairment (87,499) (87,499) (87,499)

1 1 1

Available-for-sale investment represents the Groups 1.75% interest in Malaysian Feedmill Farm
Pte Ltd, a company incorporated in Singapore.

The fair value of the unquoted investment is deemed to be not reliably measurable as the
probabilities of the various estimates within the range cannot be reasonably assessed as used in
estimating fair value. Consequently the investment is carried at cost less impairment loss.
Impairment losses recognised in profit or loss for available-for-sale investment are not reversed.

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 APPENDIX A INDEPENDENT AUDITORS REPORT AND THE
COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED
30 SEPTEMBER 2008, 2009 AND 2010

14 BANK LOAN (SECURED)

2008 2009 2010

$ $ $
Bank loan (amount due for settlement within 12 months) 108,697

The loan was repayable by equal monthly instalments over 2 years from January 2007 and bore
a fixed interest rate of 7% per annum. The bank loan was secured by personal guarantees from
a shareholder and directors of the Group and certain plant and machinery.

The bank loan was denominated in the functional currency of the Company.

Management is of the opinion that the fair value of the Groups bank loan, by discounting its future
cash flows at market rates, approximate its carrying value as shown above.

15 TRADE PAYABLES

2008 2009 2010

$ $ $
Outside parties 576,240 1,086,195 1,508,550
Related parties (Note 5) 339,247 64,760

915,487 1,086,195 1,573,310

The average credit period of trade payables is 30 days to 90 days (2009 and 2008: 30 days to 90
days). No interest is charged on the outstanding balances.

The Groups trade payables that are not denominated in its functional currencies of the respective
entities are as follows:

2008 2009 2010

$ $ $
United States dollars 19,687 11,750 48,039
Euro 207,704 75,600 293,984
Malaysia ringgit 2,728 13,187 171,054

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 APPENDIX A INDEPENDENT AUDITORS REPORT AND THE
COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED
30 SEPTEMBER 2008, 2009 AND 2010

16 OTHER PAYABLES

2008 2009 2010

$ $ $
Directors (Note 5) 191,010 42,000
Related parties (Note 5) 332,435 300,000
Accruals 446,779 603,908 709,851

970,224 945,908 709,851

Amounts payable to directors and related parties are unsecured, repayable on demand and
interest free.

The above balances are all denominated in the functional currency of the Group.

17 FINANCE LEASES

Present value of
Minimum lease payments minimum lease payments
2008 2009 2010 2008 2009 2010
$ $ $ $ $ $
Amounts payable under
finance leases:
Within one year 105,947 329,780 614,399 94,215 332,732 566,530
In the second to fifth
years inclusive 162,571 483,336 680,249 154,166 420,144 645,840

268,518 813,116 1,294,648 248,381 752,876 1,212,370

Less: Future finance
charges (20,137) (60,240) (82,278) NA NA NA

Present value of lease

obligations 248,381 752,876 1,212,370 248,381 752,876 1,212,370

Less: Amount due for

settlement within
12 months
(shown under
current liabilities) (94,215) (332,732) (566,530)

Amount due for

settlement after 12
months 154,166 420,144 645,840

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 APPENDIX A INDEPENDENT AUDITORS REPORT AND THE
COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED
30 SEPTEMBER 2008, 2009 AND 2010

It is the Groups policy to lease certain of its plant, equipment and motor vehicles under finance
leases. The average lease terms ranged from 2 to 4 years (2009 and 2008: 3 to 5 years). The
average effective borrowing rate ranges from 5% to 6% (2009 and 2008: 4% to 7%) per annum.
Interest rates are fixed at the contract date, and thus expose the Company to fair value interest
rate risk. All leases are on a fixed repayment basis and no arrangements have been entered into
for contingent rental payments.

All lease obligations are denominated in Singapore dollars.

The fair value of the Groups lease obligations approximates their carrying amount.

The Groups obligations under finance leases are secured by the lessors title to the leased assets
(Note 10) and guaranteed by certain directors.

18 DEFERRED TAX LIABILITY

The following is the major deferred tax liability recognised by the Group, and the movements
thereon, during the Relevant Periods:

Accelerated
tax
depreciation
$
At 1 October 2007
Charged to profit or loss (Note 24) 92,860

At 30 September 2008 92,860

Charged to profit or loss (Note 24) 26,893

At 30 September 2009 and 2010 119,753

Charged to profit or loss (Note 24) 161,001

At 30 September 2010 280,754

19 SHARE CAPITAL

The Company was incorporated on 30 September 2010. Accordingly, the share capital in the
combined statements of financial position as at 30 September 2008, 2009 and 2010 represents
the share of the paid up capital of the subsidiaries and the Company.

The Company has one class of ordinary share which has no par value and carries a right to
dividend as and when declared by the Company.

20 REVENUE

These represent revenue from the sales of goods.

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 APPENDIX A INDEPENDENT AUDITORS REPORT AND THE
COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED
30 SEPTEMBER 2008, 2009 AND 2010

21 OTHER OPERATING INCOME

2008 2009 2010

$ $ $
Commission received 682 722 677
Insurance claimed 8,528 4,112
Reversal of allowance for doubtful trade receivables 2,169 2,115
Grants and rebates 16,200 64,035 34,833
Sundry income 162,276 119,254 215,885
Gain on disposal of plant, property and equipment 3,007 55,450 7,800
Interest income 3,515 256 1,520
Foreign exchange gain 16,045 61,449

Total 196,377 259,874 324,279

22 OTHER OPERATING EXPENSES

2008 2009 2010

$ $ $
Property, plant and equipment written off 12,758
Advertisements 112,845 80,159 192,550
Auditors remuneration 10,900 6,000 10,000
Carriage charges 373,674 405,337 441,085
Entertainment and refreshments 1,039 9,927 17,001
Insurance 27,879 34,910 34,258
Allowance for doubtful trade receivables 11,907 20,663
Allowance for doubtful other receivables 317,076
Biological assets written off 532,215 1,067,293 601,880
Printing, stationary and postages 13,300 14,299 20,011
Legal and professional fees 175,181 77,083 35,776
Property tax 15,520 11,123 13,192
Repair and maintenance 167,117 158,315 118,558
Secretarial fee 1,490 780 1,990
Staff welfare 172,376 171,241 185,257
Subscription fee 2,270 3,090 2,489
Telephone charges 19,275 14,116 20,700
Testing fees 4,410 10,693 11,437
Trade fair expenses 18,616 13,192 7,222
Travelling expenses 23,323 8,681 4,744
Water and light 52,171 56,542 82,214

A-35
 APPENDIX A INDEPENDENT AUDITORS REPORT AND THE
COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED
30 SEPTEMBER 2008, 2009 AND 2010
2008 2009 2010
$ $ $
Foreign exchange loss 13,085
Bank charges 2,852 9,303 11,158
Other general expenses 3,445 3,920 8,784

Total 1,742,983 2,484,987 1,853,727

23 FINANCE COSTS

2008 2009 2010

$ $ $
Interest on bank loans 24,265
Interest on obligation under finance leases 8,944 28,032 52,173

Total 33,209 28,032 52,173

24 INCOME TAX EXPENSE

2008 2009 2010

$ $ $
Income tax:
Current 516,433 469,379 475,053
Underprovision in prior years 563,630
Deferred tax (Note 18):
Current 26,893 161,001
Underprovision in prior year 92,860

Total 1,172,923 496,272 636,054

Domestic income tax is calculated at 17% (2009: 17%; 2008: 18%) of the estimated assessable
profit for the year. Taxation for other jurisdictions is calculated at the rates prevailing in the relevant
jurisdictions.

A-36
 APPENDIX A INDEPENDENT AUDITORS REPORT AND THE
COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED
30 SEPTEMBER 2008, 2009 AND 2010

The total charge for the financial year can be reconciled to the accounting profit as follows:

2008 2009 2010

$ $ $
Profit before income tax 2,641,905 2,627,608 3,688,793

Income tax expense at statutory rate 475,543 446,693 627,095

Effect of expenses that are not deductible in
determining taxable profit 65,520 80,663 42,623
Underprovision in prior years:
Current 563,630
Deferred tax 92,860
Effect of deferred tax balances due to change in tax rate (5,159)
Tax exemption (27,450) (25,925) (25,925)
Others 2,820 (7,739)

Total income tax expense 1,172,923 496,272 636,054

25 PROFIT FOR THE YEAR

Profit for the year is arrived at after charging (crediting):

2008 2009 2010

$ $ $
Directors fee 120,000
Directors remuneration 182,277 315,504 283,022
Depreciation of property, plant and equipment (Note 10) 78,973 94,432 202,005
Amortisation of land use rights (Note 11) 18,199 9,843 13,543
Amortisation of biological assets (Note 12) 7,602,478 9,019,479 9,827,435
Biological assets written off 532,215 1,067,293 601,880
Property, plant and equipment written off 12,758
Gain on disposal of property,
plant and equipment 3,007 55,450 7,800
Allowance for doubtful trade receivables 11,907 20,663
Allowance for doubtful other receivables 317,076
Reversal of allowance for doubtful trade receivables (2,169) (2,115)

A-37
 APPENDIX A INDEPENDENT AUDITORS REPORT AND THE
COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED
30 SEPTEMBER 2008, 2009 AND 2010
2008 2009 2010
$ $ $
Employee benefits expense (including directors remuneration)
Salaries 1,690,757 1,894,197 2,215,236
Cost of defined contribution plan 230,818 232,241 266,098
Others 73,911 20,556 10,938

1,995,486 2,146,994 2,492,272

Capitalised and included in the carrying amount
of biological assets (1,000,380) (1,161,970) (1,233,720)

Total employee benefits expense 995,106 985,024 1,258,552

26 EARNINGS PER SHARE

Earnings per share for the Relevant Periods have been calculated based on the profit attributable
to the owners of the Company of $3,052,828 (2009: $2,131,336; 2008: $1,468,982) and
pre-Placement share capital of 71,708,000 shares.

27 SEGMENT INFORMATION

An operating segment is a component of the Group that engages in business activities from which
it may earn revenue and incur expenses, including revenue and expenses that relate to
transactions with any of the Groups other components. The operating segments operating results
are reviewed regularly by the Groups chief operating decision makers to make decisions about
the resources to be allocated to the segments and assess its performance, and for which discrete
financial information is available.

The Groups reportable operating segments are as follows:

(a) Designer and generic eggs production and sale of designer and generic eggs

(b) Liquid eggs production and sale of liquid eggs

(c) Spent grains trading of spent grains

Others relates to trading of spices and cooking condiments that do not constitute an operating
segment. Accordingly, others are presented as a reconciliation to the segment information
presented.

Segment revenue represents revenue from external customers. Segment profit represents the
profit earned by each segment without allocation of central administrative costs, finance costs and
income tax. This is the measure reported to the chief operating decision maker for the purpose of
resource allocation and assessment of segment performance.

A-38
 APPENDIX A INDEPENDENT AUDITORS REPORT AND THE
COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED
30 SEPTEMBER 2008, 2009 AND 2010

For the purpose of monitoring segment performance and allocating resources, the chief operating
decision maker monitors the tangible and financial assets attributable to each segment. All assets
are allocated to reportable segments. Assets, if any, used jointly by reportable segments are
allocated on the basis of the revenue earned by individual reporting segments.

Information regarding the Groups reportable segments is presented below.

Designer
and
generic Spent
2010 eggs Liquid eggs grains Others Total
$ $ $ $ $
REVENUE
External revenue 17,011,037 651,089 1,528,612 15,771 19,206,509

RESULT
Segment result 3,416,544 42,743 136,554 9,746 3,605,587
Unallocated other
operating income 324,279
Unallocated corporate
expenses (188,900)
Finance costs (52,173)

Profit before income tax 3,688,793

SEGMENT ASSETS
Segment assets 13,295,326 114,622 177,706 13,587,654
Unallocated corporate
assets 3,519,760

Total assets 17,107,414

SEGMENT LIABILITIES
Segment liabilities 3,308,616 186,915 3,495,531
Unallocated corporate
liabilities 937,871

Total liabilities 4,433,402

A-39
 APPENDIX A INDEPENDENT AUDITORS REPORT AND THE
COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED
30 SEPTEMBER 2008, 2009 AND 2010
Designer
and
generic Spent
2009 eggs Liquid eggs grains Others Total
$ $ $ $ $
REVENUE
External revenue 15,602,725 577,599 648,708 14,700 16,843,732

RESULT
Segment result 2,601,838 30,084 92,111 (6,742) 2,717,291
Unallocated other
operating income 259,874
Unallocated corporate
expenses (321,525)
Finance costs (28,032)

Profit before income tax 2,627,608

SEGMENT ASSETS
Segment assets 11,046,087 131,144 106,077 6,025 11,289,333
Unallocated corporate
assets 2,395,612

Total assets 13,684,945

SEGMENT LIABILITIES
Segment liabilities 2,689,017 95,962 2,784,979
Unallocated corporate
liabilities 1,280,390

Total liabilities 4,065,369

A-40
 APPENDIX A INDEPENDENT AUDITORS REPORT AND THE
COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED
30 SEPTEMBER 2008, 2009 AND 2010
Designer
and
generic Spent
2008 eggs Liquid eggs grains Others Total
$ $ $ $ $
REVENUE
External revenue 13,840,474 608,503 22,680 14,471,657

RESULT
Segment result 2,674,778 63,640 20,047 2,758,465
Unallocated other
operating income 196,377
Unallocated corporate
expenses (279,728)
Finance costs (33,209)

Profit before income tax 2,641,905

SEGMENT ASSETS
Segment assets 9,521,995 87,920 9,609,915
Unallocated corporate
assets 1,147,781

Total assets 10,757,696

SEGMENT LIABILITIES
Segment liabilities 2,134,092 2,134,092
Unallocated corporate
liabilities 1,135,364

Total liabilities 3,269,456

Geographical information

The Group operates in Singapore only and hence no further disclosure is made on the
geographical information.

Information about major customers

Included in revenues arising from selling of designer and generic eggs are $4,872,799 (2009:
$4,715,675; 2008: $4,056,033) which arose from sales to the Groups largest customer.

A-41
 APPENDIX A INDEPENDENT AUDITORS REPORT AND THE
COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED
30 SEPTEMBER 2008, 2009 AND 2010

28 CAPITAL COMMITMENTS

2008 2009 2010

$ $ $
Commitments for the acquisition of property, plant
and equipment 193,176 1,436,032

29 OPERATING LEASE ARRANGEMENTS

2008 2009 2010

$ $ $
Minimum lease payments under non-cancellable
operating leases recognised as an expense
in the year 21,076 14,360

At the end of the reporting period, the Group has outstanding commitments under non-cancellable
operating leases which fall due as follows:

2008 2009 2010

$ $ $
Within 1 year 66,540
Within 2 to 5 years 16,705

83,245

Operating lease payments represent rentals payable by the Group for residential premises and
office equipment. Residential premises leases are negotiated for an average term of 1 year and
rentals are fixed for an average of 1 year. Office equipment leases are negotiated for an average
term of 5 years and rentals are fixed for an average of 5 years.

30 SUBSEQUENT EVENTS

(I) On 1 October 2010, Mr Chew See Lian, a shareholder of a subsidiary, Chews Agriculture
Pte Ltd, transferred 150,000 shares each to Mr Chew Eng Kiat and Mr Chew Eng Keng, also
shareholders of Chews Agriculture Pte Ltd, at a consideration of S$150,000 each.

(II) On 6 October 2010, a subsidiary, Chews Agriculture Pte Ltd declared and paid a final
one-tier tax exempt dividend of $200,000 in respect of financial year ended 30 September
2010 to its shareholders as of 30 September 2010.

(III) On 26 November 2010, a subsidiary, Chews Agriculture Pte Ltd disposed all of its
Available-for-sale investment which represented 1.75% interest in Malaysian Feedmill Farm
Pte Ltd at consideration of $1 to a third party.

A-42
 APPENDIX A INDEPENDENT AUDITORS REPORT AND THE
COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED
30 SEPTEMBER 2008, 2009 AND 2010

(IV) Pursuant to an extraordinary general meeting held on 19 January 2011, the Companys
shareholders approved, inter alia, the following:

(a) the issue of 9,999,999 Shares as consideration for the acquisition of all the existing
ordinary shares in CAPL pursuant to the Restructuring Exercise;

(b) the sub-division of Shares in the issued share capital of the Company, of which
10,000,000 Shares have been issued and are fully paid, into 70,000,000 shares (the
Sub-division);

(c) the conversion of the Company into a public company limited by shares and the
consequential change its name to Chews Group Limited;

(d) the adoption of a new set of Articles of Association;

(e) the issue of 1,400,000 new Shares to PPCF in part satisfaction of their management
fee as Manager, Sponsor and Sub-Placement Agent;

(f) the issue of an aggregate of 308,000 new Shares to our Executive Officers, Ms Tay
Bee Gek Dorriz, Mr Tan Chee Nam and Mr Tan Swee Teck, and employees, Messrs
Han Ek Kuang, Lee Thian Fok, Peck Ah Tee, Liew Teck On and Soh You Yong;

(g) the issue of the Placement Shares which are the subject of the Placement on the basis
that the Placement Shares, when allotted, issued and fully paid, will rank pari passu in
all respects with the existing issued Shares;

(h) the approval of the listing and quotation of all the issued Shares (including the
Placement Shares to be issued and allotted pursuant to the Placement) on Catalist;

(i) the adoption of the Performance Share Plan, and the authorisation of the Directors,
pursuant to Section 161 of the Companies Act, to allot and issue Shares upon the
release of Awards granted under the Performance Share Plan;

(j) the adoption of the Share Option Scheme, and the authorisation of the Directors,
pursuant to Section 161 of the Companies Act, to allot and issue Shares upon the
exercise of Options granted under the Share Option Scheme and that authority be
given to the Directors to grant Options at a discount up to a maximum discount of
20.0%;

(k) that authority be and is hereby given to the Directors, pursuant to Section 161 of the
Companies Act and by way of ordinary resolution in a general meeting to:

(A) (i) issue Shares whether by way of rights, bonus or otherwise; and/or

(ii) make or grant offers, agreements or options (collectively, Instruments) that

might or would require Shares to be issued during the continuance of this
authority or thereafter, including but not limited to the creation and issue of
(as well as adjustments to) warrants, debentures, convertible securities or
other instruments convertible into Shares; and/or

A-43
APPENDIX A INDEPENDENT AUDITORS REPORT AND THE
COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED
30 SEPTEMBER 2008, 2009 AND 2010

(iii) notwithstanding that such authority may have ceased to be in force at the
time that instruments are to be issued, issue additional Instruments arising
from adjustments made to the number of Instruments previously issued in
the event of rights, bonus or other capitalisation issues,

at any time and upon such terms and conditions and for such purposes and to
such persons as the Directors may in their absolute discretion deem fit; and

(B) issue Shares in pursuance of any Instrument made or granted by the Directors
pursuant to (A)(ii) and/or (A)(iii) above, while such authority was in force
(notwithstanding that such issue of Shares pursuant to the Instruments may
occur after the expiration of the authority contained in this resolution),

provided that:

(i) the aggregate number of Shares to be issued pursuant to such authority

(including the Shares to be issued in pursuance of Instruments made or granted
pursuant to this authority but excluding Shares which may be issued pursuant to
any adjustments (Adjustments) effected under any relevant Instrument, which
Adjustments shall be made in compliance 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), does
not exceed 100% of the post-Placement issued share capital excluding treasury
shares, and provided further that the aggregate number of Shares to be issued
other than on a pro-rata basis to Shareholders (including Shares to be issued in
pursuance of Instruments made or granted pursuant to such authority but
excluding Shares which may be issued pursuant to Adjustments effected under
any relevant Instrument) shall not exceed 50% of the post-Placement issued
share capital excluding treasury shares;

(ii) in exercising such authority, the 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

(iii) unless revoked or varied by the Company in general meeting by ordinary

resolution, the authority so conferred shall continue in force until the conclusion
of the next annual general meeting of the Company or the date by which the next
annual general meeting of the Company is required by law to be held, whichever
is the earlier.

For the purposes of this resolution and pursuant to Rules 806(3) and 806(4) of the
Catalist Rules, the post-Placement issued share capital shall mean the total number
of issued Shares of the Company (excluding treasury shares) immediately after the
Placement, after adjusting for: (i) new Shares arising from the conversion or exercise
of any convertible securities; (ii) new Shares arising from exercising share options or
vesting of share awards outstanding or subsisting at the time such authority is given,
provided the options or awards were granted in compliance with the Catalist Rules; and
(iii) any subsequent bonus issue, consolidation or sub-division of Shares.

A-44
 APPENDIX A INDEPENDENT AUDITORS REPORT AND THE
COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED
30 SEPTEMBER 2008, 2009 AND 2010

CHEWS GROUP LIMITED

STATEMENT OF DIRECTORS

In the opinion of the directors, the accompanying combined financial statements set out on pages A-3
to A-44 are drawn up so as to give a true and fair view of the state of affairs of the Group as at 30
September 2008, 2009 and 2010, and of the results, changes in equity and cash flows of the Group for
the years ended 30 September 2008, 2009 and 2010 and at the date of this statement there are
reasonable grounds to believe that the Group will be able to pay its debts when they fall due.

ON BEHALF OF THE DIRECTORS

............................
Chew Chee Bin

............................
Chew Eng Hoe

16 February 2011

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APPENDIX B SELECTED EXTRACTS OF OUR ARTICLES OF ASSOCIATION

The discussion below provides information about certain provisions of our Memorandum and Articles
of Association and the laws of Singapore. This description is only a summary and is qualified by
reference to Singapore law and our Articles.

The instruments that constitute and define our Company are the Memorandum and Articles of
Association of our Company.

Articles of Association

The provisions in the Articles of Association of our Company relating to:

(a) a Directors power to vote on a proposal, arrangement or contract in which the Director is
interested

Article 104

A Director shall not vote in respect of any contract or arrangement or any other proposal
whatsoever in which he has any personal material interest, directly or indirectly. A Director shall
not be counted in the quorum at a meeting in relation to any resolution on which he is debarred
from voting.

(b) the 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 77

The ordinary remuneration of the Directors, which shall from time to time be determined by an
Ordinary Resolution of the Company, 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 General Meeting and shall (unless such resolution otherwise
provides) be divisible among the Directors as they may agree, or failing agreement, equally,
except that any Director who shall hold office for part only of the period in respect of which such
remuneration is payable shall be entitled only to rank in such division for a proportion of
remuneration related to the period during which he has held office. The ordinary remuneration of
an executive Director may not include a commission on or a percentage of turnover and the
ordinary remuneration of a non-executive Director shall be a fixed sum, and not by a commission
on or a percentage of profits or turnover.

Article 78

Any Director who holds any executive office, or who serves on any committee of the Directors, or
who otherwise performs services which in the opinion of the Directors are outside the scope of the
ordinary duties of a Director, may be paid such extra remuneration by way of salary, commission
or otherwise as the Directors may determine, Provided that such extra remuneration (in the case
of an executive Director) shall not be by way of commission on or a percentage of turnover and
(in the case of a non-executive Director) shall be a fixed sum, and not by a commission on or a
percentage of profits or turnover.

B-1
APPENDIX B SELECTED EXTRACTS OF OUR ARTICLES OF ASSOCIATION

Article 79

The Directors may repay to any Director all such reasonable expenses as he may incur in
attending and returning from meetings of the Directors or of any committee of the Directors or
General Meetings or otherwise in or about the business of the Company.

Article 80

The Directors shall have power to pay and agree to pay pensions or other retirement,
superannuation, death or disability benefits to (or to any person in respect of) any Director for the
time being holding any executive office and for the purpose of providing any such pensions or
other benefits to contribute to any scheme or fund or to pay premiums.

(c) borrowing powers exercisable by the Directors and how such borrowing powers can be varied

Article 112

Subject as hereinafter provided and to the provisions of the Statutes, the Directors may exercise
all the powers of the Company to borrow money, to mortgage or charge its undertaking, property
and uncalled capital and to issue debentures and other securities, whether outright or as collateral
security for any debt, liability or obligation of the Company or of any third party.

(d) retirement or non-retirement of Directors under an age limit requirement

Article 93

At each Annual General Meeting, 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 no Director holding office as Managing Director shall be subject
to retirement by rotation or be taken into account in determining the number of Directors to retire.
For the avoidance of doubt, each Director (other than a Director holding office as Managing
Director) shall retire at least once every three (3) years.

Article 94

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 a General 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 and so that 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 ballot. A retiring Director shall be eligible for re-election.

Article 95

The Company at a General Meeting at which a Director retires under any provision of these
presents may by Ordinary Resolution fill the office being vacated by electing thereto the retiring
Director or some other person eligible for appointment. In default, the retiring Director shall be
deemed to have been re-elected except in any of the following cases:

B-2
APPENDIX B SELECTED EXTRACTS OF OUR ARTICLES OF ASSOCIATION

(a) where at such meeting it is expressly resolved not to fill such office or a resolution for the
re-election of such Director is put to the meeting and lost; or

(b) where such Director has given notice in writing to the Company that he is unwilling to be
re-elected; or

(c) where the default is due to the moving of a resolution in contravention of the next following
Article; or

(d) where such Director has attained any retiring age applicable to him as Director.

The retirement shall not have effect until the conclusion of the meeting except where a resolution
is passed to elect some other person in the place of the retiring Director or a resolution for his
re-election is put to the meeting and lost and accordingly a retiring Director who is re-elected or
deemed to have been re-elected will continue in office without a break.

(e) the number of shares, if any, required for Directors qualification

Article 76

A Director shall not be required to hold any shares of the Company by way of qualification. A
Director who is not a Member of the Company shall nevertheless be entitled to receive notice of
and to attend and speak at General Meetings.

(f) rights, preferences and restrictions attaching to each class of shares

Article 3

(A) Subject to the Act and these presents, no shares may be issued by the Directors without the
prior approval of the Company in General Meeting pursuant to Section 161 of the Act, but
subject thereto and the terms of such approval, and to Article 5, and to any special rights
attached to any shares for the time being issued, the Directors may allot and issue shares
or grant options over or otherwise dispose of the same to such persons on such terms and
conditions and for such consideration and at such time and whether or not subject to the
payment of any part of the amount thereof in cash or otherwise as the Directors may think
fit, and any shares may, subject to compliance with Sections 70 and 75 of the Act, be issued
with such preferential, deferred, qualified or special rights, privileges, conditions or
restrictions, whether as regards Dividend, return of capital, participation in surplus, voting,
conversion or otherwise, 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 in accordance with the Act, Provided
Always that no options shall be granted over unissued shares except in accordance with the
Act and the Designated Stock Exchanges listing rules.

(B) The Directors may, at any time after the allotment of any share but before any person has
been entered in the Register of Members as the holder, recognize a renunciation thereof by
the allottee in favour of some other person and may accord to any allottee of a share a right
to effect such renunciation upon and subject to such terms and conditions as the Directors
may think fit to impose.

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APPENDIX B SELECTED EXTRACTS OF OUR ARTICLES OF ASSOCIATION

(C) Except so far as otherwise provided by the conditions of issue or by these presents, all new
shares shall be issued subject to the provisions of the Statutes and of these presents with
reference to allotment, payment of calls, lien, transfer, transmission, forfeiture or otherwise.

Article 8

(A) Preference shares may be issued subject to such limitation thereof as may be prescribed by
any Designated Stock Exchange. 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, and preference shareholders shall also have
the right to vote at any General Meeting convened for the purpose of reducing capital or
winding-up or sanctioning a sale of the undertaking of the Company or where the proposal
to be submitted to the General Meeting directly affects their rights and privileges or when the
Dividend on the preference shares is more than six (6) months in arrears.

(B) The Company has power to issue further preference capital ranking equally with, or in
priority to, preference shares already issued.

Article 9

(A) Whenever the share capital of the Company is divided into different classes of shares, the
variation or abrogation of the special rights attached to any class may, subject to the
provisions of the Act, be made either with the consent in writing of the holders of
three-quarters of the total number of issued shares of the class or with the sanction of a
Special Resolution passed at a separate General Meeting of the holders of the shares of the
class (but not otherwise) and may be so made either whilst the Company is a going concern
or during or in contemplation of a winding-up. To every such separate General Meeting all
the provisions of these presents relating to General Meetings of the Company and to the
proceedings thereat shall mutatis mutandis apply, except that the necessary quorum shall
be two or more persons holding at least one-third of the total number of the issued shares
of the class present in person or by proxy or attorney and that any holder of shares of the
class present in person or by proxy or attorney may demand a poll and that every such
holder shall on a poll have one (1) vote for every share of the class held by him where the
class is a class of equity shares within the meaning of Section 64(1) of the Act or at least one
(1) vote for every share of the class where the class is a class of preference shares within
the meaning of Section 180(2) of the Act, Provided Always that where the necessary majority
for such a Special Resolution is not obtained at such General Meeting, the consent in
writing, if obtained from the holders of three-quarters of the total number of the issued shares
of the class concerned within two (2) months of such General Meeting, shall be as valid and
effectual as a Special Resolution carried at such General Meeting.

(B) The provisions in Article 9(A) shall mutatis mutandis apply to any repayment of preference
capital (other than redeemable preference capital) and any variation or abrogation of the
rights attached to preference shares or any class thereof.

(C) The special rights attached to any class of shares having preferential rights shall not unless
otherwise expressly provided by the terms of issue thereof be deemed to be varied by the
creation or issue of further shares ranking as regards participation in the profits or assets of
the Company in some or all respects pari passu therewith but in no respect in priority thereto.

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APPENDIX B SELECTED EXTRACTS OF OUR ARTICLES OF ASSOCIATION

Article 14

Every person whose name is entered as a Member in the Register of Members shall be entitled,
within ten (10) market days (or such period as the Directors may determine having regard to any
limitation thereof as may be prescribed by the Designated Stock Exchange from time to time) after
the closing date of any application for shares or (as the case may be) after the date of lodgment
of a registrable transfer to one (1) certificate for all his shares of any one (1) class or to several
certificates in reasonable denominations each for a part of the shares so allotted or transferred.

Article 34

(A) 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 Designated Stock 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, Provided Always that in the event of
the Directors refusing to register a transfer of shares, the Company shall within ten (10)
market days (or such period as the Directors may determine having regard to any limitation
thereof as may be prescribed by the Designated Stock Exchange from time to time) after the
date on which the application for a transfer of shares was made, serve a notice in writing to
the applicant stating the facts which are considered to justify the refusal as required by the
Statutes.

(B) The Directors may decline to register any instrument of transfer unless:

(a) such fee not exceeding S$2.00 (or such other fee as the Directors may determine
having regard to any limitation thereof as may be prescribed by the Designated Stock
Exchange from time to time) as the Directors may from time to time require is paid to
the Company in respect thereof;

(b) the amount of proper duty (if any) with which each instrument of transfer is chargeable
under any law for the time being in force relating to stamps is paid;

(c) the instrument of transfer is deposited at the Office or at such other place (if any) as the
Directors may appoint accompanied by a certificate of payment of stamp duty (if stamp
duty is payable on such instrument of transfer in accordance with any law for the time
being in force relating to stamp duty), the certificates of the shares to which it relates,
and such other evidence as the Directors may reasonably require to show the right of
the transferor to make the transfer and, if the instrument of transfer is executed by
some other person on his behalf, the authority of the person so to do; and

(d) the instrument of transfer is in respect of only one class of shares.

Article 41

A reference to a Member shall be a reference to a registered holder of shares in the Company,

or where such registered holder is CDP, the Depositors on behalf of whom CDP holds the shares,
Provided that:

(a) a Depositor shall only be entitled to attend any General Meeting and to speak and vote
thereat if his name appears on the Depository Register maintained by CDP 48 hours before

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APPENDIX B SELECTED EXTRACTS OF OUR ARTICLES OF ASSOCIATION

the General Meeting as a Depositor on whose behalf CDP holds shares in the Company, the
Company being entitled to deem each such Depositor, or each proxy of a Depositor who is
to represent the entire balance standing to the Securities Account of the Depositor, to
represent such number of shares as is actually credited to the Securities Account of the
Depositor as at such time, according to the records of CDP as supplied by CDP to the
Company, and where a Depositor has apportioned the balance standing to his Securities
Account between two (2) proxies, to apportion the said number of shares between the two
(2) proxies in the same proportion as previously 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 proportion of Depositors
shareholding specified in the instrument of proxy, or where the balance standing to a
Depositors Securities Account has been apportioned between two (2) proxies the aggregate
of the proportions of the Depositors shareholding they are specified to represent, and the
true balance standing to the Securities Account of a Depositor as at the time of the General
Meeting, if the instrument is dealt with in such manner as is provided above;

(b) the payment by the Company to CDP of any Dividend payable to a Depositor shall to the
extent of the payment discharge the Company from any further liability in respect of the
payment;

(c) the delivery by the Company to CDP 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; and

(d) the provisions in these presents relating to the transfers, transmissions or certification of
shares shall not apply to the transfer of book-entry securities.

Article 42

Except as required by the Statutes or law, no person shall be recognized by the Company as
holding any share upon any trust, and the Company shall not be bound by or compelled in any
way to recognize (even when having notice thereof) any equitable, contingent, future or partial
interest in any share, or any interest in any fractional part of a share, or (except only as by these
presents or by the Statutes or law otherwise provided) any other right in respect of any share,
except an absolute right to the entirety thereof in the registered holder and nothing in these
presents contained relating to CDP or to Depositors or in any depository agreement made by the
Company with any common depository for shares shall in any circumstances be deemed to limit,
restrict or qualify the above.

Article 63

In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person
or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and for this
purpose seniority shall be determined by the order in which the names stand in the Register of
Members or, as the case may be, the order in which the names appear in the Depository Register
in respect of the joint holding.

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APPENDIX B SELECTED EXTRACTS OF OUR ARTICLES OF ASSOCIATION

Article 64

Where in Singapore or elsewhere a receiver or other person (by whatever name called) has been
appointed by any court claiming jurisdiction in that behalf to exercise powers with respect to the
property or affairs of any Member on the ground (however formulated) of mental disorder, the
Directors may in their absolute discretion, upon or subject to production of such evidence of the
appointment as the Directors may require, permit such receiver or other person on behalf of such
Member, to vote in person or by proxy at any General Meeting, or to exercise any other right
conferred by Membership in relation to General Meetings of the Company.

Article 65

No Member shall be entitled in respect of shares held by him to vote at a General Meeting either
personally or by proxy or to exercise any other right conferred by Membership in relation to
General Meetings if any call or other sum payable by him to the Company in respect of such
shares remains unpaid.

(g) any change in capital

Article 10

The Company may by Ordinary Resolution:

(a) consolidate and divide all or any of its share capital;

(b) cancel the number of any shares which, at the date of the passing of the resolution in that
behalf have not been taken or agreed to be taken by any person or which have been
forfeited and diminish the amount of its share capital by the number of the shares so
cancelled;

(c) sub-divide its shares, or any of them, Provided Always that in such subdivision the proportion
between the amount paid and the amount (if any) unpaid on each reduced share shall be
same as it was in the case of the share from which the reduced share is derived; and/or

(d) convert or exchange any class of shares into or for any other class of shares.

Article 11

(A) The Company may reduce its share capital or any other undistributable reserve in any
manner permitted, and with, and subject to, any incident authorized, and consent or
confirmation required by law.

(B) The Company may purchase or otherwise acquire its issued shares subject to and in
accordance with the provisions of the Statutes and any applicable rules of the Designated
Stock Exchange (hereinafter, the Relevant Laws), on such terms and subject to such
conditions as the Company may in General Meeting prescribe in accordance with the
Relevant Laws. Any shares purchased or acquired by the Company as aforesaid shall,
unless held in treasury in accordance with the Act, be deemed to be cancelled immediately
on purchase or acquisition by the Company. On the cancellation of any share as aforesaid,
the rights and privileges attached to that share shall expire. In any other instance, the
Company may hold or deal with any such share which is so purchased or acquired by it in

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APPENDIX B SELECTED EXTRACTS OF OUR ARTICLES OF ASSOCIATION

such manner as may be permitted by, and in accordance with the Relevant Laws. 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 Statutes, the
number of issued shares of the Company shall be diminished by the number of shares so
cancelled, and, where any such cancelled share was purchased or acquired out of the
capital of the Company, the amount of 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

Article 9

(A) Whenever the share capital of the Company is divided into different classes of shares, the
variation or abrogation of the special rights attached to any class may, subject to the
provisions of the Act, be made either with the consent in writing of the holders of
three-quarters of the total number of the issued shares of the class or with the sanction of
a Special Resolution passed at a separate General Meeting of the holders of the shares of
the class (but not otherwise) and may be so made either whilst the Company is a going
concern or during or in contemplation of a winding-up. To every such separate General
Meeting all the provisions of these presents relating to General Meetings of the Company
and to the proceedings thereat shall mutatis mutandis apply, except that the necessary
quorum shall be two (2) or more persons holding at least one-third of the total number of the
issued shares of the class present in person or by proxy or attorney and that any holder of
shares of the class present in person or by proxy or attorney may demand a poll and that
every such holder shall on a poll have one (1) vote for every share of the class held by him
where the class is a class of equity shares within the meaning of Section 64(1) of the Act or
at least one (1) vote for every share of the class where the class is a class of preference
shares within the meaning of Section 180(2) of the Act, Provided Always that where the
necessary majority for such a Special Resolution is not obtained at such General Meeting,
the consent in writing, if obtained from the holders of three-quarters of the total number of
the issued shares of the class concerned within two (2) months of such General Meeting,
shall be as valid and effectual as a Special Resolution carried at such General Meeting.

(B) The provisions in Article 9(A) shall mutatis mutandis apply to any repayment of preference
capital (other than redeemable preference capital) and any variation or abrogation of the
rights attached to preference shares or any class thereof.

(C) The special rights attached to any class of shares having preferential rights shall not unless
otherwise expressly provided by the terms of issue thereof be deemed to be varied by the
creation or issue of further shares ranking as regards participation in the profits or assets of
the Company in some or all respects pari passu therewith but in no respect in priority thereto.

(i) dividends and distribution

Article 127

The Company may by Ordinary Resolution declare Dividends but no such Dividend shall exceed
the amount recommended by the Directors.

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APPENDIX B SELECTED EXTRACTS OF OUR ARTICLES OF ASSOCIATION

Article 128

If and so far as in the opinion of the Directors, the profits of the Company justify such payments,
the Directors may declare and pay the fixed Dividends on any class of shares carrying a fixed
Dividend expressed to be payable on fixed dates on the half-yearly or other dates prescribed for
the payment thereof and may also from time to time declare and pay interim Dividends on shares
of any class of such amounts and on such dates and in respect of such periods as they think fit.

Article 129

Subject to any rights or restrictions attached to any shares or class of shares and except as
otherwise permitted under the Act:

(a) all Dividends in respect of shares must be paid in proportion to the number of shares held
by a Member, but where shares are partly paid, all Dividends must be apportioned and paid
proportionately to the amounts paid or credited as paid on the partly paid shares; and

(b) all Dividends must be apportioned and paid proportionately to the amounts so paid or
credited as paid during any portion or portions of the period in respect of which the Dividend
is paid.

For the purposes of this Article, an amount paid or credited as paid on a share in advance of a call
is to be ignored.

Article 130

(A) No Dividend shall be paid otherwise than out of profits available for distribution under the
provisions of the Statutes. The payment by the Directors of any unclaimed dividends or other
moneys payable on or in respect of a share into a separate account shall not constitute the
Company a trustee in respect thereof. All Dividends remaining unclaimed after one (1) year
from having been first payable may be invested or otherwise made use of by the Directors
for the benefit of the Company, and any Dividend or any such moneys unclaimed after six
(6) years from having been first payable shall be forfeited and shall revert to the Company
provided always that 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. If CDP returns any such Dividend or moneys to the Company, the
relevant Depositor shall not have any right or claim in respect of such Dividend or moneys
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 moneys are first payable.

(B) A payment by the Company to CDP of any Dividend or other moneys payable to a Depositor
shall, to the extent of the payment made, discharge the Company from any liability to the
Depositor in respect of that payment.

Article 131

No Dividend or other monies payable on or in respect of a share shall bear interest as against the
Company.

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APPENDIX B SELECTED EXTRACTS OF OUR ARTICLES OF ASSOCIATION

Article 132

(A) The Directors may retain any Dividend or other monies payable on or in respect of a share
on which the Company has a lien and may apply the same in or towards satisfaction of the
debts, liabilities or engagements in respect of which the lien exists.

(B) The Directors may retain the Dividends payable upon shares in respect of which any person
is under the provisions as to the transmission of shares hereinbefore contained entitled to
become a Member, or which any person is under those provisions entitled to transfer, until
such person shall become a Member in respect of such shares or shall transfer the same.

Article 133

The waiver in whole or in part of any Dividend on any share by any document (whether or not
under seal) shall be effective only if such document is signed by the Member (or the person
entitled to the share in consequence of the death or bankruptcy of the holder) and delivered to the
Company and if or to the extent that the same is accepted as such or acted upon by the Company.

Article 134

The Company may upon the recommendation of the Directors by Ordinary Resolution direct
payment of a Dividend in whole or in part by the distribution of specific assets (and in particular
of paid-up shares or debentures of any other company) and the Directors shall give effect to such
resolution. Where any difficulty arises with regard to such distribution, the Directors may settle the
same as they think expedient and in particular, may issue fractional certificates, may fix the value
for distribution of such specific assets or any part thereof, may determine that cash payments shall
be made to any Member upon the footing of the value so fixed in order to adjust the rights of all
parties and may vest any such specific assets in trustees as may seem expedient to the Directors.

Article 135

Any Dividend or other moneys payable in cash on or in respect of a share may be paid by cheque
or warrant sent through the post to the registered address appearing in the Register of Members
or (as the case may be) the Depository Register of the Member or person entitled thereto (or, if
two (2) or more persons are registered in the Register of Members or (as the case may be)
entered in the Depository Register as joint holders of the share or are entitled thereto in
consequence of the death or bankruptcy of the holder, to any one (1) of such persons) or to such
person and such address as such Member or person or persons may by writing direct. Every such
cheque or warrant shall be made payable to the order of the person to whom it is sent or to such
person as the holder or joint holders or person or persons entitled to the share in consequence
of the death or bankruptcy of the holder may direct and payment of the cheque or warrant by the
banker upon whom it is drawn shall be a good discharge to the Company. Every such cheque or
warrant shall be sent at the risk of the person entitled to the money represented thereby.

Article 136

If two (2) or more persons are registered in the Register of Members or (as the case may be) the
Depository Register as joint holders of any share, or are entitled jointly to a share in consequence
of the death or bankruptcy of the holder, any one (1) of them may give effectual receipts for any
Dividend or other monies payable or property distributable on or in respect of the share.

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APPENDIX B SELECTED EXTRACTS OF OUR ARTICLES OF ASSOCIATION

Article 137

Any resolution declaring a Dividend on shares of any class, whether a resolution of the Company
in General Meeting or a resolution of the Directors, may specify that the same shall be payable
to the persons registered as the holders of such shares in the Register of Members or (as the case
may be) the Depository Register at the close of business on a particular date and thereupon the
Dividend shall be payable to them in accordance with their respective holdings so registered, but
without prejudice to the rights inter se in respect of such Dividend of transferors and transferees
of any such shares.

(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 their Shares

Article 5

(A) Subject to any direction to the contrary that may be given by the Company in General
Meeting or except as permitted by the rules of the Designated Stock Exchange, all new
shares shall before issue be offered to such persons who as at the date (as determined by
the Directors) of the offer are entitled to receive notices from the Company of General
Meetings in proportion, as far as the circumstances admit, to the number 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, 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 5(A).

(B) Notwithstanding Article 5(A) above, 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:

(a) (i) issue shares in the capital of the Company (shares) whether by way of rights,
bonus or otherwise; and/or

(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; and

(b) (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:

(1) the aggregate number of shares 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) shall be subject to such limits and manner of calculation as
may be prescribed by the Designated Stock Exchange;

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APPENDIX B SELECTED EXTRACTS OF OUR ARTICLES OF ASSOCIATION

(2) in exercising the authority conferred by the Ordinary Resolution, the Company shall
comply with the provisions of the listing rules of the Designated Stock Exchange for the
time being in force (unless such compliance is waived by the Designated Stock
Exchange) and these presents; and

(3) (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 of the Company next following the passing of the Ordinary
Resolution, or the date by which such Annual General Meeting of the Company is
required by law to be held, or the expiration of such other period as may be prescribed
by the Act (whichever is the earliest).

(C) The Company may, notwithstanding Articles 5(A) and 5(B) above, authorize the Directors
not to offer 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
to sell the entitlements to the new shares on behalf of such Members on such terms and
conditions as the Company may direct.

Article 34

(A) 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 Designated Stock 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, Provided Always that in the event of
the Directors refusing to register a transfer of shares, the Company shall within ten (10)
market days (or such period as the Directors may determine having regard to any limitation
thereof as may be prescribed by the Designated Stock Exchange from time to time) after the
date on which the application for a transfer of shares was made, serve a notice in writing to
the applicant stating the facts which are considered to justify the refusal as required by the
Statutes.

(B) The Directors may decline to register any instrument of transfer unless:

(a) such fee not exceeding S$2.00 (or such other fee as the Directors may determine
having regard to any limitation thereof as may be prescribed by the Designated Stock
Exchange from time to time) as the Directors may from time to time require is paid to
the Company in respect thereof;

(b) the amount of proper duty (if any) with which each instrument of transfer is chargeable
under any law for the time being in force relating to stamps is paid;

(c) the instrument of transfer is deposited at the Office or at such other place (if any) as the
Directors may appoint accompanied by a certificate of payment of stamp duty (if stamp
duty is payable on such instrument of transfer in accordance with any law for the time
being in force relating to stamp duty), the certificates of the shares to which it relates,
and such other evidence as the Directors may reasonably require to show the right of
the transferor to make the transfer and, if the instrument of transfer is executed by
some other person on his behalf, the authority of the person so to do; and

(d) the instrument of transfer is in respect of only one (1) class of shares.

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APPENDIX B SELECTED EXTRACTS OF OUR ARTICLES OF ASSOCIATION

Article 42

Except as required by the Statutes or law, no person shall be recognised by the Company as
holding any share upon any trust, and the Company shall not be bound by or compelled in any
way to recognise (even when having notice thereof) any equitable, contingent, future or partial
interest in any share, or any interest in any fractional part of a share, or (except only as by these
presents or by the Statutes or law otherwise provided) any other right in respect of any share,
except an absolute right to the entirety thereof in the registered holder and nothing in these
presents contained relating to CDP or to Depositors or in any depository agreement made by the
Company with any common depository for shares shall in any circumstances be deemed to limit,
restrict or qualify the above.

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 APPENDIX C RULES OF THE CHEWS PERFORMANCE SHARE PLAN

1. NAME OF THE PLAN

The Plan shall be called the Chews Performance Share Plan.

2. DEFINITIONS

2.1 In the Plan, unless the context otherwise requires, the following words and expressions shall
have the following meanings:

Act The Companies Act (Chapter 50) of Singapore, as amended or

modified from time to time.

Adoption Date The date on which the Plan is adopted by resolution of the
Shareholders of the Company.

Articles The Articles of the Company, as amended or modified from time

to time.

Auditors The auditors of the Company for the time being.

Award A contingent award of Shares granted under Rule 5.

Award Date In relation to an Award, the date on which the Award is granted
pursuant to Rule 5.

Award Letter A letter in such form as the Committee shall approve confirming
an Award granted to a Participant by the Committee.

Board The Board of Directors of our Company for the time being.

CDP The Central Depository (Pte) Limited.

Catalist The Catalist Board of the SGX-ST.

Committee The committee comprising Directors of the Company duly

authorized and appointed by the Board of Directors pursuant to
Rule 10 to administer the Plan.

Company Chews Group Limited

Control The capacity to dominate decision-making, directly or indirectly,

in relation to the financial and operating policies of the Company.

Controlling Shareholder A person who holds directly or indirectly 15.0% or more of the
nominal amount of all voting shares in the Company; or in fact
exercises Control over the Company.

Depositor A person being a Depository Agent or holder of a securities

account maintained with CDP but not including a holder of a
sub-account maintained with a Depository Agent.

Group The Company and its subsidiaries.

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APPENDIX C RULES OF THE CHEWS PERFORMANCE SHARE PLAN

Group Executive Any employee of the Group (including any Group Executive
Director and Group Non-Executive Director who meets the
relevant age and rank criteria and who shall be regarded as a
Group Executive for the purposes of the Plan) selected by the
Committee to participate in the Plan in accordance with Rule 4.1.

Group Executive Director A director of the Company and/or any of its subsidiaries, as the
case may be, who performs an executive function.

Group Non-Executive A director of the Company and/or any of its subsidiaries, as the
Director case may be, who is not a Group Executive Director, including
independent directors.

Listing Manual Section B: Rules of Catalist of the Listing Manual of the SGX-ST,
as amended, modified or supplemented from time to time.

Market Value In relation to a Share, on any day:

(a) the average price of a Share on the Singapore Exchange

over the five (5) immediately preceding Trading Days; or

(b) if the Committee is of the opinion that the Market Value as

determined in accordance with (a) above is not
representative of the value of a Share, such price as the
Committee may determine, such determination to be
confirmed in writing by the Auditors (acting only as experts
and not as arbitrators) to be in their opinion, fair and
reasonable.

Participant Any eligible person selected by the Committee to participate in

the Plan in accordance with the rules hereof.

Performance Condition In relation to an Award, the condition specified on the Award Date
in relation to that Award.

Performance Period In relation to an Award, a period, the duration of which is to be

determined by the Committee on the Award Date, during which
the Performance Condition is to be satisfied.

Plan The Chews Performance Share Plan, as the same may be

modified or altered from time to time.

Release In relation to an Award, the release at the end of the Performance

Period relating to that Award of all or some of the Shares to which
that Award relates in accordance with Rule 7 and, to the extent
that any Shares which are the subject of the Award are not
released pursuant to Rule 7, the Award in relation to those
Shares shall lapse accordingly, and Released shall be
construed accordingly.

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Release Schedule In relation to an Award, a schedule in such form as the Committee

shall approve, setting out the extent to which Shares which are
the subject of that Award shall be Released on the Performance
Condition being satisfied (whether fully or partially) or exceeded
or not being satisfied, as the case may be, at the end of the
Performance Period.

Released Award An Award which has been released in accordance with Rule 7.

Retention Period In relation to an Award, such period commencing on the Vesting

Date in relation to that Award as may be determined by the
Committee on the Award Date.

SGX-ST The Singapore Exchange Securities Trading Limited.

Shares Ordinary shares in the capital of the Company.

Shareholders The registered holders for the time being of the shares (other
than the CDP) or in the case of Depositors, Depositors who have
Shares entered against their names in the Depository Register.

Sponsor The sponsor of the Company from time to time, as required by the
Listing Manual.

Subsidiary A company (whether incorporated within or outside Singapore

and wheresoever resident) being a subsidiary for the time being
of the Company within the meaning of Section 5 of the Act.

Trading Day A day on which the Shares are traded on Catalist.

Vesting In relation to Shares which are the subject of a Released Award,

the absolute entitlement to all or some of the Shares which are
the subject of a Released Award and Vest and Vested shall be
construed accordingly.

Vesting Date In relation to Shares which are the subject of a Released Award,
the date (as determined by the Committee and notified to the
relevant Participant) on which those Shares have Vested
pursuant to Rule 7.

2.2 For purposes of the Plan, the Company shall be deemed to have control over another company
if it has the capacity to dominate decision-making, directly or indirectly, in relation to the financial
and operating policies of that company.

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 genders.

2.4 Any reference to a time of a day in the Plan is a reference to Singapore time.

2.5 Any reference in the Plan to any enactment is a reference to that enactment as for the time being
amended or re-enacted. Any word defined under the Act or any statutory modification thereof
and not otherwise defined in the Plan and used in the Plan shall have the meaning assigned to
it under the Act or any statutory modification thereof, as the case may be.

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2.6 The term Associate shall have the meaning ascribed to it by the SGX-ST Listing Manual as set
out below:

(a) in relation to any Director, CEO, Substantial Shareholder or Controlling Shareholder (being
an individual) means:

a. his immediate family;

b. the 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; and

c. any corporation in which he and his immediate family together (directly or indirectly)
have an interest of 30% or more.

(b) in relation to a Substantial Shareholder or a Controlling Shareholder (being a corporation)

means any other corporation which is its subsidiary or holding company or is a subsidiary
of 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.

2.7 The terms Depository Register and Depository Agent shall have the same meanings ascribed
to them by Section 130A of the Act.

3. OBJECTIVES OF THE PLAN

The Plan has been proposed in order to:

(a) foster an ownership culture within the Group which aligns the interests of Group Executives
with the interests of Shareholders;

(b) motivate Participants to achieve key financial and operational goals of the Company and/or
their respective business units and encourage greater dedication and loyalty to the Group;
and

(c) make total employee remuneration sufficiently competitive to recruit new Participants
and/or retain existing Participants whose contributions are important to the long term
growth and profitability of the Group.

4. ELIGIBILITY OF PARTICIPANTS

4.1 The following persons shall be eligible to participate in the Plan at the absolute discretion of the
Committee:

(i) Group Executives

Full-time Employees of the Group, Group Executive Directors and Group Non-Executive
Directors who have attained the age of 21 years as of the Award Date and hold such rank
as may be designated by the Committee from time to time. The Participant must also not
be an undischarged bankrupt and must not have entered into a composition with his
creditors.

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(ii) Controlling Shareholders and Associates of Controlling Shareholders

Subject to Rule 4.2, persons who are qualified under 4.1(i) above and who are also
Controlling Shareholders or Associates of Controlling Shareholders.

4.2 Employees who are Controlling Shareholders or Associates of Controlling Shareholders shall
(notwithstanding that they may meet the eligibility criteria in Rule 4.1(i) above) not participate in
the Plan unless:

(i) their participation; and

(ii) the terms of each grant and the actual number of Awards to be granted to them,

have been approved by the independent Shareholders in general meeting in separate

resolutions for each such person, and in respect of each such person, in separate resolutions for
each of (i) his participation and (ii) the terms of each grant and the actual number of Awards to
be granted to him, provided always that it shall not be necessary to obtain the approval of the
independent Shareholders of our Company for the participation in the Plan of a Controlling
Shareholder or an Associate of a Controlling Shareholder who is, at the relevant time already a
Participant. For the purposes of obtaining such approval from the independent Shareholders,
our Company shall procure that the circular, letter or notice to the Shareholder in connection
therewith shall set out the following:

(a) clear justifications for the participation of such Controlling Shareholders or Associates of
Controlling Shareholders; and

(b) clear rationale for the terms of the Awards to be granted to such Controlling Shareholders
or Associates of Controlling Shareholders.

4.3 Save as prescribed by Rule 853 of the Listing Manual, there shall be no restriction on the
eligibility of any Participant to participate in any other share option or share incentive scheme,
whether or not implemented by any other companies within our Group.

4.4 Subject to the Act and any requirement of the SGX-ST or any other stock exchange on which the
Shares may be listed or quoted, the terms of eligibility for participation in the Plan may be
amended from time to time at the absolute discretion of the Committee.

5. GRANT OF AWARDS

5.1 Except as provided in Rule 8, the Committee may grant Awards to Group Executives as the
Committee may select, in its absolute discretion, at any time during the period when the Plan is
in force, provided that no Participant who is a member of the Committee shall participate in any
deliberation or decision in respect of Awards granted or to be granted to him.

5.2 The number of Shares which are the subject of each Award to be granted to a Participant in
accordance with the Plan shall be determined at the absolute discretion of the Committee, which
shall take into account criteria such as his rank, job performance, years of service and potential
for future development, his contribution to the success and development of the Group and the
extent of effort and resourcefulness with which the Performance Condition may be achieved
within the Performance Period, provided that in relation to Controlling Shareholders and
Associates of Controlling Shareholders:

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(a) the aggregate number of Shares which may be offered by way of grant of Awards to
Participants who are Controlling Shareholders or Associates of Controlling Shareholders
under this Plan shall not exceed 25% of the total number of Shares available under this
Plan, and such aggregate number of Shares which may be offered to such Participants
under this Plan has been approved by the independent shareholders of our Company in a
separate resolution. For the purposes of obtaining such approval of the independent
shareholder of our Company, the Committee shall procure that the circular, letter or notice
to the shareholder in connection therewith shall set out clear rationale for the participation
of and grant of Awards to Participants who are Associates of Controlling Shareholders,
provided always that it shall not be necessary to obtain the approval of the independent
shareholder of our Company for the participation in this Plan of Associates of Controlling
Shareholders who at the relevant time were already Participants; and

(b) the number of Shares available to each Associate of a Controlling Shareholder shall not
exceed 10% of the Shares available under this Plan.

5.3 The Committee shall decide in relation to an Award:

(a) the Participant;

(b) the Award Date;

(c) the Performance Period;

(d) the number of Shares which are the subject of the Award;

(e) the Performance Condition;

(f) the Release Schedule; and

(g) any other condition(s) which the Committee may determine in relation to that Award.

5.4 The Committee may amend or waive the Performance Period, the Performance Condition and/or
the Release Schedule in respect of any Award:

(a) in the event of a take-over offer being made for the Shares or if (i) shareholders of the
Company or (ii) under the Act, the court, sanctions a compromise or arrangement proposed
for the purposes of, or in connection with, a scheme for the reconstruction of the Company
or its amalgamation with another company or companies or in the event of a proposal to
liquidate or sell all or substantially all of the assets of the Company; or

(b) if anything happens which causes the Committee to conclude that:

(i) a changed Performance Condition and/or Release Schedule would be a fairer

measure of performance, and would be no less difficult to satisfy; or

(ii) the Performance Condition and/or Release Schedule should be waived, and shall
notify the Participants of such change or waiver.

5.5 As soon as reasonably practicable after making an Award the Committee shall send to each
Participant an Award Letter confirming the Award and specifying in relation to the Award:

(a) the Award Date;

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(b) the Performance Period;

(c) the number of Shares which are the subject of the Award;

(d) the Performance Condition;

(e) the Release Schedule; and

(f) any other condition which the Committee may determine in relation to that Award.

5.6 Participants are not required to pay for the grant of Awards.

5.7 An Award or Released Award shall be personal to the Participant to whom it is granted and, prior
to the allotment and/or transfer to the Participant of the Shares to which the Released Award
relates, shall not be transferred, charged, assigned, pledged or otherwise disposed of, in whole
or in part, except with the prior approval of the Committee and if a Participant shall do, suffer or
permit any such act or thing as a result of which he would or might be deprived of any rights
under an Award or Released Award without the prior approval of the Committee, that Award or
Released Award shall immediately lapse.

6. EVENTS PRIOR TO THE VESTING DATE

6.1 An Award shall, to the extent not yet Released, immediately lapse without any claim whatsoever
against the Company:

(a) in the event of misconduct on the part of the Participant as determined by the Committee
in its discretion;

(b) subject to Rule 6.2(b), where the Participant is a Group Executive, upon the Participant
ceasing to be in the employment of the Group for any reason whatsoever; or

(c) in the event of an order being made or a resolution passed for the winding-up of the
Company on the basis, or by reason, of its insolvency.

For the purpose of Rule 6.1(b), the 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.

6.2 In any of the following events, namely:

(a) 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 an Award;

(b) where the Participant being a Group Executive ceases to be in the employment of the
Group by reason of:

(i) ill health, injury or disability (in each case, evidenced to the satisfaction of the
Committee);

(ii) redundancy;

(iii) retirement at or after the legal retirement age;

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(iv) retirement before the legal retirement age with the consent of the Committee;

(v) the company by which he is employed or to which he is seconded, as the case may
be, ceasing to be a company within the Group or the undertaking or part of the
undertaking of such company being transferred otherwise than to another company
within the Group;

(vi) (where applicable) his transfer of employment between companies within the Group;

(vii) his transfer to any government ministry, governmental or statutory body or

corporation at the direction of any company within the Group; or

(viii) any other event approved by the Committee;

(c) the death of a Participant; or

(d) any other event approved by the Committee,

the Committee may, in its absolute discretion, preserve all or any part of any Award and decide
as soon as reasonably practicable following such event either to Vest some or all of the Shares
which are the subject of any Award or to preserve all or part of any Award until the end of the
Performance Period and subject to the provisions of the Plan. In exercising its discretion, the
Committee will have regard to all circumstances on a case-by-case basis, including (but not
limited to) the contributions made by that Participant and the extent to which the Performance
Condition has been satisfied.

6.3 Without prejudice to the provisions of Rule 5.4, if before the Vesting Date, any of the following
occurs:

(a) a take-over offer for the Shares becomes or is declared unconditional;

(b) a compromise or arrangement proposed for the purposes of, or in connection with, a
scheme for the reconstruction of the Company or its amalgamation with another company
or companies being approved by shareholders of the Company and/or sanctioned by the
court under the Act; or

(c) an order being made or a resolution being passed for the winding up of the Company (other
than as provided in Rule 6.1(c) or for amalgamation or reconstruction),

the Committee will consider, at its discretion, whether or not to Release any Award, and will take
into account all circumstances on a case-by-case basis, including (but not limited to) the
contributions made by that Participant. If the Committee decides to Release any Award, then in
determining the number of Shares to be Vested in respect of such Award, the Committee will
have regard to the proportion of the Performance Period which has lapsed and the extent to
which the Performance Condition has been satisfied. Where Awards are Released, the
Committee will, as soon as practicable after the Awards have been Released, procure the
allotment or transfer to each Participant of the number of Shares so determined, such allotment
or transfer to be made in accordance with Rule 7. If the Committee so determines, the Release
of Awards may be satisfied in cash as provided in Rule 7.

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7. RELEASE OF AWARDS

7.1 Review of Performance Condition

(a) As soon as reasonably practicable after the end of each Performance Period, the
Committee shall review the Performance Condition specified in respect of each Award and
determine at its discretion whether it has been satisfied and, if so, the extent to which it has
been satisfied, and provided that the relevant Participant has continued to be a Group
Executive from the Award Date up to the end of the Performance Period, shall Release to
that Participant all or part (as determined by the Committee at its discretion in the case
where the Committee has determined that there has been partial satisfaction of the
Performance Condition) of the Shares to which his Award relates in accordance with the
Release Schedule specified in respect of his Award on the Vesting Date. If not, the Awards
shall lapse and be of no value.

If the Committee determines in its sole discretion that the Performance Condition has not
been satisfied or (subject to Rule 6) if the relevant Participant has not continued to be a
Group Executive from the Award Date up to the end of the relevant Performance Period,
that Award shall lapse and be of no value and the provisions of Rules 7.2 to 7.4 shall be
of no effect.

The Committee shall have the discretion to determine whether the Performance Condition
has been satisfied (whether fully or partially) or exceeded and in making any such
determination, the Committee shall have the right to make computational adjustments to
the audited results of the Company or the Group to take into account such factors as the
Committee may determine to be relevant, including changes in accounting methods, taxes
and extraordinary events, and further the right to amend the Performance Condition if the
Committee decides that a changed performance target would be a fairer measure of
performance.

(b) Shares which are the subject of a Released Award shall be Vested to a Participant on the
Vesting Date, which shall be a Trading Day falling as soon as practicable after the review
by the Committee referred to in Rule 7.1(a) and, on the Vesting Date, the Committee will
procure the allotment or transfer to each Participant of the number of Shares so
determined.

(c) Where new Shares are allotted upon the Vesting of any Award, the Company shall, as soon
as practicable after such allotment, apply to the Sponsor and/or the SGX-ST and any other
stock exchange on which the Shares are quoted or listed for permission to deal in and for
quotation of such Shares.

7.2 Release of Award

On Vesting of the Award, after the end of each Performance Period, the Committee has the
discretion to determine whether to issue new Shares or to procure the transfer of existing
Shares, or a combination of both methods to the Participant. 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 the securities account of that Participant maintained with CDP
or the securities sub-account of that Participant maintained with a Depository Agent, in each
case, as designated by that Participant.

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7.3 Ranking of Shares

New Shares issued and allotted, and existing Shares procured by the Company for transfer, on
the Release of an Award shall:

(a) be subject to all the provisions of the Articles and the Memorandum of Association of the
Company (including provisions relating to the liquidation of the Company); and

(b) rank in full for all entitlements, including dividends or other distributions declared or
recommended in respect of the then existing Shares, the Record Date for which is on or
after the relevant Vesting Date, and shall in all other respects rank pari passu with other
existing Shares then in issue.

Record Date means the date fixed by the Company for the purposes of determining
entitlements to dividends or other distributions to or rights of holders of Shares.

7.4 Cash Awards

The Committee, in its absolute discretion, may determine to make a Release of an Award, wholly
or partly, in the form of cash rather than Shares, in which event the Participant shall receive on
the Vesting Date, in lieu of all or part of the Shares which would otherwise have been allotted or
transferred to him on Release of his Award, the aggregate Market Value of such Shares on the
Vesting Date.

7.5 Moratorium

Shares which are issued and allotted or transferred to a Participant pursuant to the Release of
an Award shall not be transferred, charged, assigned, pledged or otherwise disposed of, in
whole or in part, during the Retention Period, except to the extent set out in the Award Letter or
with the prior approval of the Committee. The Company may take steps that it considers
necessary or appropriate to enforce or give effect to this disposal restriction including specifying
in the Award Letter the conditions which are to be attached to an Award for the purpose of
enforcing this disposal restriction.

8. LIMITATIONS ON THE SIZE OF THE PLAN

8.1 The aggregate number of Shares which may be issued or transferred pursuant to Awards
granted under the Plan on any date, when added to (i) the number of Shares issued and issuable
and/or transferred or transferable in respect of all Awards granted under the Plan; and (ii) all
Shares issued and issuable and/or transferred or transferable in respect of all options granted
or awards granted under any other share incentive schemes or share plans adopted by the
Company for the time being in force, shall not exceed 15.0% of the issued and paid-up share
capital (excluding treasury shares) of the Company on the day preceding that date.

8.2 In addition, the number of Shares available to Controlling Shareholders or Associates of a

Controlling Shareholder under this Plan are subject to the limits stated in Rule 5.2 above.

8.3 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 Plan.

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9. ADJUSTMENT EVENTS

9.1 If a variation in the issued ordinary share capital of the Company (whether by way of a
capitalisation of profits or reserves or rights issue or reduction) shall take place, then:

(a) the class and/or number of Shares which is/are the subject of an Award to the extent not
yet Vested; and/or

(b) the class and/or number of Shares in respect of which future Awards may be granted under
the Plan,

shall be adjusted in such manner as the Committee may determine to be appropriate, provided
that no adjustment shall be made if as a result, the Participant receives a benefit that a
shareholder does not receive.

9.2 Unless the Committee considers an adjustment to be appropriate, the issue of securities as
consideration for an acquisition or a private placement of securities, or the cancellation of issued
Shares purchased or acquired by the Company by way of a market purchase of such Shares
undertaken by the Company on the SGX-ST during the period when a share purchase mandate
granted by shareholders of the Company (including any renewal of such mandate) is in force,
shall not normally be regarded as a circumstance requiring adjustment.

9.3 Notwithstanding the provisions of Rule 9.1, 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.

9.4 Upon any adjustment required to be made pursuant to this Rule 9, the 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 nominal amount, 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.

10. ADMINISTRATION OF THE PLAN

10.1 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.

10.2 The Committee shall have the power, from time to time, to make and vary such arrangements,
guidelines and/or regulations (not being inconsistent with the Plan) for the implementation and
administration of the Plan, to give effect to the provisions of the Plan and/or to enhance the
benefit of the Awards and the Released Awards to the Participants, as they may, in their absolute
discretion, think fit. Any matter pertaining or pursuant to the Plan and any dispute and uncertainty
as to the interpretation of the Plan, any rule, regulation or procedure thereunder or any rights
under the Plan shall be determined by the Committee.

10.3 Neither the Plan nor the grant of Awards under the Plan shall impose on the Company or the
Committee or any of its members any liability whatsoever in connection with:

(a) the lapsing of any Awards pursuant to any provision of the Plan;

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(b) the failure or refusal by the Committee to exercise, or the exercise by the Committee of,
any discretion under the Plan; and/or

(c) any decision or determination of the Committee made pursuant to any provision of the
Plan.

10.4 Any decision or determination of the Committee made pursuant to any provision of the Plan
(other than a matter to be certified by the Auditors) shall be final, binding and conclusive
(including for the avoidance of doubt, any decisions pertaining to disputes as to the interpretation
of the Plan or any rule, regulation or procedure hereunder or as to any rights under the Plan).
The Committee shall not be required to furnish any reasons for any decision or determination
made by it.

11. NOTICES AND COMMUNICATIONS

11.1 Any notice required to be given by a Participant to the Company shall be sent or made to the
registered office of the Company or such other addresses (including electronic mail addresses)
or facsimile number, and marked for the attention of the Committee, as may be notified by the
Company to him in writing.

11.2 Any notices or documents required to be given to a Participant or any correspondence to be

made between the 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 the Company and shall be
delivered to him by hand or sent to him at his home address, electronic mail address or facsimile
number according to the records of the Company or the last known address, electronic mail
address or facsimile number of the Participant.

11.3 Any notice or other communication from a Participant to the Company shall be irrevocable, and
shall not be effective until received by the Company. Any other notice or communication from the
Company to a Participant shall be deemed to be received by that Participant, when left at the
address specified in Rule 11.2 or, if sent by post, on the day following the date of posting or, if
sent by electronic mail or facsimile transmission, on the day of despatch.

12. MODIFICATIONS TO THE PLAN

12.1 Any or all the provisions of the Plan may be modified and/or altered at any time and from time
to time by a resolution of the Committee, except that:

(a) no modification or alteration shall alter adversely the rights attached to any Award granted
prior to such modification or alteration except with the consent in writing of such number of
Participants who, if their Awards were Released to them upon the Performance Conditions
for their Awards being satisfied in full, would become entitled to not less than three quarters
of all the Shares which would fall to be Vested upon Release of all outstanding Awards
upon the Performance Conditions for all outstanding Awards being satisfied in full;

(b) the definitions of Group Executive, Group Executive Director, Group Non-Executive
Director, Participant, Performance Period and Release Schedule and the provisions
of Rules 4, 5, 6, 7, 8, 9, 10 and this Rule 12 shall not be altered to the advantage of
Participants except with the prior approval of the Companys shareholders in general
meeting; and

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(c) no modification or alteration shall be made without the prior approval of the SGX-ST and
such other regulatory authorities as may be necessary.

For the purposes of Rule 12.1(a), the opinion of the Committee as to whether any modification
or alteration would adversely affect the rights attached to any Award shall be final, binding and
conclusive. For the avoidance of doubt, nothing in this Rule 12.1 shall affect the right of the
Committee under any other provision of the Plan to amend or adjust any Award.

12.2 Notwithstanding anything to the contrary contained in Rule 12.1, the Committee may at any time
by resolution (and without other formality, save for the prior approval of the SGX-ST) amend or
alter the Plan in any way to the extent necessary or desirable, in the opinion of the Committee,
to cause the Plan to comply with, or take into account, any statutory provision (or any
amendment or modification thereto, including amendment of or modification to the Act) or the
provision or the regulations of any regulatory or other relevant authority or body (including the
SGX-ST).

12.3 Written notice of any modification or alteration made in accordance with this Rule 12 shall be
given to all Participants.

13. TERMS OF EMPLOYMENT UNAFFECTED

The terms of employment of a Participant shall not be affected by his participation in the Plan,
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.

14. DURATION OF THE PLAN

14.1 The Plan shall continue to be in force at the discretion of the Committee, subject to a maximum
period of ten (10) years commencing on the Adoption Date, provided always that the Plan may
continue beyond the above stipulated period with the approval of the Companys shareholders
by ordinary resolution in general meeting and of any relevant authorities which may then be
required.

14.2 The Plan may be terminated at any time by the Committee or, at the discretion of the Committee,
by resolution of the Company in general meeting, subject to all relevant approvals which may be
required and if the Plan is so terminated, no further Awards shall be granted by the Committee
hereunder.

14.3 The expiry or termination of the Plan shall not affect Awards which have been granted prior to
such expiry or termination, whether such Awards have been Released (whether fully or partially)
or not.

15. TAXES

All taxes (including income tax) arising from the grant or Release of any Award granted to any
Participant under the Plan shall be borne by that Participant.

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16. COSTS AND EXPENSES OF THE PLAN

16.1 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 Release of any Award 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.

16.2 Save for the taxes referred to in Rule 15 and such other costs and expenses expressly provided
in the Plan to be payable by the Participants, all fees, costs and expenses incurred by the
Company in relation to the Plan including but not limited to the fees, costs and expenses relating
to the allotment and issue, or transfer, of Shares pursuant to the Release of any Award, shall be
borne by the Company.

17. DISCLAIMER OF LIABILITY

Notwithstanding any provisions herein contained, 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 any event, including but not limited to the Companys delay
in issuing, or procuring the transfer of, the Shares or applying for or procuring the listing of new
Shares on Catalist in accordance with Rule 7.1(c).

18. DISCLOSURES IN ANNUAL REPORTS

The following disclosures (as applicable) will be made by the Company in its annual report for
so long as the Plan continues in operation:

(a) the names of the members of the Committee administering the Plan;

(b) in respect of the following Participants:

(i) Directors of our Company;

(ii) Controlling Shareholders and their Associates; and

(iii) Participants (other than those in paragraphs (i) and (ii) above) who have received
Shares pursuant to the Release of Awards granted under the Plan which, in
aggregate, represent 5% or more of the aggregate number of new Shares available
under the Plan;

the following information:

(aa) the name of the Participant;

(bb) the aggregate number of Shares comprised in Awards granted during the financial
year under review;

(cc) the number of new Shares issued to such Participant during the financial year under
review;

(dd) the number of existing Shares purchased for delivery pursuant to Release of Awards
to such Participant during the financial year under review;

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 APPENDIX C RULES OF THE CHEWS PERFORMANCE SHARE PLAN

(ee) the aggregate number of Shares comprised in Awards which have not been released
as at the end of the financial year under review;

(ff) the aggregate number of Shares comprised in Awards granted since the
commencement of the Plan to the end of the financial year under review;

(gg) the number of new Shares allotted to such Participant since the commencement of
the Performance Share Plan to the end of financial year under review; and

(hh) the number of existing Shares transferred to such Participant since the
commencement of the Performance Share Plan to the end of the financial year under
review.

(c) in relation to the Performance Share Scheme:

(i) the aggregate number of Shares comprised in Awards which have Vested under the
Plan since the commencement of the Plan to the end of the financial year under
review;

(ii) the aggregate number of new Shares issued which are comprised in the Awards
Vested during the financial year under review; and

(iii) the aggregate number of Shares comprised in Awards which have not yet Released,
as at the end of the financial year under review; and

(d) such other information as may be required by the Listing Manual or the Act.

If any of the above is not applicable, an appropriate negative statement shall be included therein.

19. 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.

20. GOVERNING LAW

The Plan shall be governed by, and construed in accordance with, the laws of the Republic of
Singapore. The Participants, by accepting grants of Awards in accordance with the Plan, and the
Company submit to the exclusive jurisdiction of the courts of the Republic of Singapore.

21. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT (CHAPTER 53B)

No person other than the Company or a Participant shall have any right to enforce any provision
of the Plan or any Award by the virtue of the Contracts (Rights of Third Parties) Act (Chapter 53B)
of Singapore.

22. ELIGIBLE SHAREHOLDERS

Shareholders who are eligible to participate in the Plan must abstain from voting on any
resolution relating to the Plan (other than a resolution relating to the participation of, or grant of
options to, directors and employees of the issuers parent company and its subsidiaries).

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APPENDIX D RULES OF THE CHEWS EMPLOYEE SHARE OPTION SCHEME

1. NAME OF THIS SHARE OPTION SCHEME

This Share Option Scheme shall be called the Chews Share Option Scheme.

2. DEFINITIONS

2.1 In this Share Option Scheme, except where the context otherwise requires, the following words
and expressions shall have the following meanings:

Acceptance Period The period within which an Option maybe accepted, as described
in Rule 7.2.

Act The Companies Act (Chapter 50) of Singapore as amended or

modified from time to time.

Adoption Date The date on which this Share Option Scheme is adopted by the
Company in general meeting.

Auditors The auditors of the Company for the time being.

Board The Board of Directors of the Company for the time being.

CDP The Central Depository (Pte) Limited.

CPF Central Provident Fund.

Catalist The Catalist Board of the SGX-ST.

Committee A committee comprising Directors of the Company, duly

authorised and appointed by the Board pursuant to Rule 13 to
administer this Share Option Scheme.

Company or Chews Group Limited

Chews Group

Control The capacity to dominate decision-making, directly or indirectly,

in relation to the financial and operating policies of the Company.

Controlling Shareholder A Shareholder who has control over the Company and unless
rebutted, a person who controls directly or indirectly a
shareholding of 15% or more of the Companys issued share
capital shall be presumed to be a Controlling Shareholder of the
Company.

Depositor A person being a Depository Agent or holder of a securities

account maintained with CDP but not including a holder of a
sub-account maintained with a Depository Agent.

Director A person holding office as a director for the time being of the
Company.

EGM Extraordinary General Meeting.

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APPENDIX D RULES OF THE CHEWS EMPLOYEE SHARE OPTION SCHEME

Employee Any full-time confirmed employee of the Group selected by the

Committee to participate in this Share Option Scheme in
accordance with Rule 4.

Executive Director A director of the Company and/or its Subsidiaries, as the case
may be, who performs an executive function.

Exercise Price The price at which a Participant shall subscribe for each Share
upon the exercise of an option as determined in accordance with
Rule 8.1 in relation to a Market Price Option, and Rule 8.2 in
relation to an Incentive Option.

Financial Year Each period of 12 months or more or less than 12 months, at the
end of which the balance of accounts of the Company are
prepared and audited, for the purpose of laying the same before
an annual general meeting of the Company.

Grantee The person to whom an offer of an Option is made.

Group The Company, its Subsidiaries (as they may exist from time to
time) and associated companies which the Company has control
over.

Incentive Option The right to subscribe for Shares granted or to be granted

pursuant to this Share Option Scheme and for the time being
subsisting, and in respect of which the Exercise Price is
determined in accordance with Rule 8.2.

Listing Manual Section B: Rules of Catalist of the Listing Manual of the SGX-ST,
as amended, modified or supplemented from time to time

Market Day A day on which the SGX-ST is open for trading of securities.

Market Price The price as defined in Rule 8.1(i).

Market Price Option The right to subscribe for Shares granted or to be granted
pursuant to this Share Option Scheme and for the time being
subsisting, and in respect of which the Exercise Price is
determined in accordance with Rule 8.1.

Non-Executive Director A director of the Company and/or any of its Subsidiaries, as the
case may be, who is not an Executive Director including
Independent Directors.

Offering Date The date on which an Option is granted pursuant to Rule 6.1.

Option A Market Price Option or an Incentive Option, as the case may

be.

Option Period The period for the exercise of an Option as set out in Rule 9.1.

Participant A holder of an Option.

Rules The rules of this Share Option Scheme, as the same may be
amended from time to time.

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APPENDIX D RULES OF THE CHEWS EMPLOYEE SHARE OPTION SCHEME

SGX-ST The Singapore Exchange Securities Trading Limited.

Share Option Scheme The Chews Employee Share Option Scheme, as modified or
amended from time to time.

shareholders The registered holders for the time being of the Shares (other
than the CDP) or in the case of Depositors, Depositors who have
Shares entered against their names in the Depository Register.

Shares Ordinary shares in the capital of the Company.

Sponsor The sponsor of the Company from time to time, as required by the
Listing Manual.

Subsidiary A company which is for the time being a subsidiary of the

Company as defined by Section 5 of the Act.

Trading Day A day on which the Shares are traded on Catalist.

S$ Singapore dollars.

2.2 The terms Depository Register and Depository Agent shall have the meanings ascribed to
them respectively by Section 130A of the Act.

2.3 The term Associate shall have the meaning ascribed to it by the SGX-ST Listing Manual as set
out below:

(a) in relation to any Director, CEO, Substantial Shareholder or Controlling Shareholder (being
an individual) means:

(i) his immediate family;

(ii) the 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; and

(iii) any corporation in which he and his immediate family together (directly or indirectly)
have an interest of 30% or more.

(b) in relation to a Substantial Shareholder or a Controlling Shareholder (being a corporation)

means any other corporation which is its subsidiary or holding company or is a subsidiary
of 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.

2.4 Words denoting the singular shall, where applicable, include the plural and vice versa and words
denoting the masculine gender shall, where applicable, include the feminine and neuter gender.
References to persons shall include corporations. References to Rules and Appendices shall be
construed as references to Rules of and the Appendices to this Share Option Scheme.

2.5 Any reference in this Share Option Scheme to any enactment is a reference to that enactment
as for the time being amended or re-enacted. Any word defined under the Act or any statutory
modification thereof and used in this Share Option Scheme shall, where applicable, have the
same meaning assigned to it under the Act.

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APPENDIX D RULES OF THE CHEWS EMPLOYEE SHARE OPTION SCHEME

2.6 Any reference in this Share Option Scheme to a time of day shall be a reference to Singapore
time unless otherwise stated.

3. OBJECTIVES OF THIS SHARE OPTION SCHEME

3.1 This Share Option Scheme is a share incentive scheme. The purpose of this Share Option
Scheme is to provide an opportunity for directors and employees of the Group to participate in
the equity of the Company so as to motivate them to greater dedication, loyalty and higher
standards of performance, and to give recognition to those who have contributed significantly to
the growth and performance of the Company and/or the Group.

3.2 This Share Option Scheme is proposed on the basis that it is important to recognise the fact that
the services of such Employees and Directors are important to the success and continued
well-being of the Group. Implementation of this Share Option Scheme will enable the Company
to give recognition to the contributions made by such Employees and Directors, which is
essential to the well-being and prosperity of the Group. At the same time, it will give such
Employees and Directors an opportunity to have a direct interest in the Company and will also
help to achieve the following positive objectives:

(i) the motivation of Participants to optimise performance standards and efficiency and to
maintain a high level of contribution;

(ii) the retention of key Employees whose contributions are important to the long term growth
and prosperity of the Group;

(iii) the attainment of harmonious employer/employee relations;

(iv) to align the interest of Employees and other Participants with the interests of the
shareholders; and

(v) the development of a participatory style of management which promotes greater

commitment and dedication amongst the Employees and instils loyalty and a stronger
sense of identification with the long term prosperity of the Group.

4. ELIGIBILITY

4.1 The following persons shall be eligible to participate in this Share Option Scheme at the absolute
discretion of the Committee:

(i) Employees and Directors

(a) Employees of the Group who are not on probation and have attained the age of 21
years on or before the Offering Date;

(b) Executive Directors who have attained the age of 21 years on or before the Offering
Date; and

(c) Non-Executive Directors who have attained the age of 21 years on or before the
Offering Date.

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APPENDIX D RULES OF THE CHEWS EMPLOYEE SHARE OPTION SCHEME

The Participant must not be an undischarged bankrupt and must not have entered into a
composition with his creditors.

(ii) Controlling Shareholders and Associates of Controlling Shareholders

Subject to Rule 4.2, persons who are qualified under 4.1(i) above and who are also
Controlling Shareholders or Associates of Controlling Shareholders.

4.2 Employees who are Controlling Shareholders or Associates of Controlling Shareholders shall
(notwithstanding that they may meet the eligibility criteria in Rule 4.1(i) above) not participate in
this Share Option Scheme unless:

(i) their participation; and

(ii) the actual number of Shares to be issued to them and the terms of any Option to be granted
to them,

have been approved by the independent shareholders in general meeting in separate

resolutions for each such person, and in respect of each such person, in separate resolutions for
each of (i) his participation and (ii) the actual number of Shares to be issued to him and the terms
of any Option to be granted to him, provided always that it shall not be necessary to obtain the
approval of the independent shareholders of the Company for the participation in this Share
Option Scheme of an Associate of a Controlling Shareholder who is, at the relevant time already
a Participant. For the purposes of obtaining such approval from the independent shareholder,
the Company shall procure that the circular, letter or notice to the shareholder in connection
therewith shall set out the following:

(a) clear justifications for the participation of such Controlling Shareholders or Associates of
Controlling Shareholders;

(b) clear rationale for the number and terms (including the Exercise Price) of the Options to be
granted to such Controlling Shareholders or Associates of Controlling Shareholders; and

(c) (where Incentive Options are proposed to be granted to Controlling Shareholders or

Associates of Controlling Shareholders) the discount to the Market Price applicable to the
Exercise Price of such Options (as determined in accordance with Rule 8.2).

4.3 Save as prescribed by Rule 853 of the Listing Manual, there shall be no restriction on the
eligibility of any Grantee or Participant to participate in any other share option or share incentive
scheme, whether or not implemented by any other companies within the Group.

4.4 Subject to the Act and any requirement of the SGX-ST or any other stock exchange on which the
Shares may be listed or quoted, the terms of eligibility for participation in this Share Option
Scheme may be amended from time to time at the absolute discretion of the Committee.

5. LIMITATIONS OF THIS SHARE OPTION SCHEME

5.1 The aggregate number of Shares which the Committee may grant Options on any date, when
added to (i) the number of Shares issued and issuable and/or transferred and transferable in
respect of all Options granted under this Share Option Scheme; and (ii) all Shares issued and
issuable and/or transferred and transferable in respect of all options granted or awards granted
under any other share incentive schemes or share plans adopted by the Company for the time

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APPENDIX D RULES OF THE CHEWS EMPLOYEE SHARE OPTION SCHEME

being in force, shall not exceed 15% of the issued share capital (excluding treasury shares) of
the Company on the date preceding the grant of an Option.

5.2 Subject to Rule 4 and Rule 10, the aggregate number of Shares comprised in Market Price
Options or (as the case may be) Incentive Options, to be offered to any Grantee in accordance
with this Share Option Scheme shall be determined at the absolute discretion of the Committee,
who shall take into account, in respect of a Grantee, criteria such as rank, past performance,
years of service and potential for future development of that Employee, provided that in relation
to Controlling Shareholders or Associates of Controlling Shareholders:

(i) the aggregate number of Shares which may be offered by way of grant of options to
Participants who are Controlling Shareholders or Associates of Controlling Shareholders
under this Share Option Scheme shall not exceed 25% of the total number of Shares
available under this Share Option Scheme, and such aggregate number of Shares which
may be offered to such Participants under this Share Option Scheme has been approved
by the independent shareholders of the Company in a separate resolution. For the
purposes of obtaining such approval of the independent shareholders of the Company, the
Committee shall procure that the circular, letter or notice to the shareholder in connection
therewith shall set out clear rationale for the participation of and grant of Options to which
Participants who are Controlling Shareholders or Associates of Controlling Shareholders,
provided always that it shall not be necessary to obtain the approval of the independent
shareholders of the Company for the participation of this Share Option Scheme of
Controlling Shareholders or Associates of Controlling Shareholders, who are at the
relevant time already Participants; and

(ii) the number of Shares available to each Controlling Shareholder or Associate of a

Controlling Shareholder shall not exceed 10% of the Shares available under this Share
Option Scheme.

6. OFFERING DATE

6.1 The Committee may, save as provided in Rule 4 and Rule 5, offer to grant Options to such
Grantees as it may select in its absolute discretion at any time during the period when this Share
Option Scheme is in force, provided that in the event that an announcement on any matter of an
exceptional nature involving unpublished price sensitive information is imminent, Options may
only be granted on or after the second Market Day from the date on which the aforesaid
announcement is released.

6.2 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 modification
including, but not limited to imposing restrictions on the number of Options that may be exercised
within particular sections of the relevant Option Period, as the Committee may from time to time
determine.

7. ACCEPTANCE OF OFFER

7.1 An Option shall be personal to the Participant to whom it is granted 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
in writing of the Committee.

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APPENDIX D RULES OF THE CHEWS EMPLOYEE SHARE OPTION SCHEME

7.2 The closing date for the acceptance for the grant of any Option under this Rule 7 shall not be less
than 15 days and not more than 30 days from the Offering Date of that Option. The grant of an
Option must be accepted by completing, signing and returning of the 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 or such
other amount and such other documentation as the Committee may require. The Option is
deemed not accepted until actual receipt by the Company of the Acceptance Form.

7.3 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:

(i) a grant of an Option is not accepted strictly in the manner as provided in Rule 7.2, such
offer being within the Acceptance Period; or

(ii) the Grantee dies prior to his acceptance of the Option; or

(iii) the Grantee is adjudicated a bankrupt or enters into composition with his creditors prior to
his acceptance of the Option; or

(iv) the Grantee being an Executive Director or, as the case may be, an Employee ceases to
be in the employment of the Group or (being a Non-Executive Director) ceases to be a
Director of the Company, in each case, for any reason whatsoever prior to his acceptance
of the Option; or

(v) the Company is liquidated or wound-up prior to the Grantees acceptance of the Option.

7.4 The Company shall be entitled at its absolute discretion to reject any purported acceptance of
a grant of an Option made pursuant to this Rule 7 or Exercise Notice given pursuant to Rule 11
which does not strictly comply with the terms of this Share Option Scheme. In the event that an
Option results in a contravention of any applicable law or regulation, such grant shall be null and
void and of no effect and the relevant Participant shall have no claim whatsoever against the
Company.

8. EXERCISE PRICE

8.1 Subject to any adjustment pursuant to Rule 12, the Exercise Price for each Share in respect of
which a Market Price Option is exercisable shall be determined by the Committee at its absolute
discretion, and fixed by the Committee at a price (the Market Price) equal to the average of the
last dealt prices for a Share, as determined by reference to the daily official list or other
publication published by the SGX-ST for the five (5) consecutive Market Days immediately
preceding the Offering Date of that Option, rounded up to the nearest whole cent in the event of
fractional prices provided in the case of a Market Price Option that is proposed to be granted to
a Controlling Shareholder or an Associate of a Controlling Shareholder, the Exercise Price for
each Share shall be equal to the average of the last dealt process for a Share, as determined
by reference to the daily official list published by the SGX-ST, for the five (5) consecutive Market
Days immediately preceding the latest practicable date prior to the date of any circular, letter or
notice to the Shareholders proposing to seek their approval of the grant of such Options to such
Controlling Shareholder or Associate of a Controlling Shareholder.

8.2 Subject to any adjustment pursuant to Rule 12, the Exercise Price for each Share in respect of
which an Incentive Option is exercisable shall be determined by the Committee at its absolute

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APPENDIX D RULES OF THE CHEWS EMPLOYEE SHARE OPTION SCHEME

discretion, and fixed by the Committee at a price which is set at a discount to the Market Price
(as determined in accordance with Rule 8.1), provided that:

(i) the maximum discount shall not exceed 20% of the Market Price (or such other percentage
or amount as may be prescribed or permitted for the time being by the SGX-ST). In
determining the quantum of such discount, the Committee shall take into consideration
such criteria as the Committee may, in its absolute discretion, deem appropriate including
but not limited to:

(1) the performance of the Company and the Group, taking into account financial
considerations such as the Groups sales/revenue, profit and performance targets;

(2) the individual performance of the Participant, his effectiveness and contribution to the
success and development of the Company and/or the Group; and

(3) the potential for future contribution by the Participant to the success and development
of the Group.

(ii) the prior approval of the shareholders of the Company in general meeting shall have been
obtained for the making of offers and grants of Options under this Share Option Scheme
at a discount not exceeding the maximum discount as aforesaid (for the avoidance of
doubt, such prior approval shall be required to be obtained only once and, once obtained,
shall, unless revoked, authorise the making of offers and grants of Options under this
Share Option Scheme at such discount for the duration of this Share Option Scheme),
rounded up to the nearest whole cent.

8.3 The Committee, at its absolute discretion, may also consider granting Incentive Options at up to
20% discount to the Market Price of the Option Shares under circumstances including, but not
limited to, the following:

(i) to enable the Group to offer competitive remuneration packages in the event that the
practice of granting options with exercise prices that have a discount element becomes a
general market norm. As share options become more significant components of executive
remuneration packages, a discretion to grant options with discounted prices will provide the
Group with a means to maintain the competitiveness of the Groups compensation
strategy; and/or

(ii) where the Group needs to provide more compelling motivation for specific business units
to improve their performance, grants of share options with discounted exercise prices will
help to align the interest of Employees to those of shareholders by encouraging them to
focus more on profitability and returns of the Group above a certain level that will benefit
all shareholders when these are eventually reflected through an appreciation of the Share
price, as such options granted at a discount would be perceived more positively by the
Employees who receive such options.

The Committee will determine on a case-by-case basis whether a discount will be given, and the
quantum of the discount, taking into consideration the objective that is desired to be achieved by
the Group and the prevailing market conditions. As the actual discount given will depend on the
relevant circumstances, the extent of the discount may vary from one case to another, subject
to a maximum discount of 20% of the Market Price of an Option Share.

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APPENDIX D RULES OF THE CHEWS EMPLOYEE SHARE OPTION SCHEME

9. EXERCISE OF OPTION

9.1 Except as provided in this Rule 9 and Rule 10 and any other conditions as may be introduced
by the Committee from time to time, each Option shall be exercisable, in whole or in part, as
follows:

(i) in the case of a Market Price Option, during the period commencing after the first
anniversary of the Offering Date and expiring on the tenth anniversary of such Offering
Date, provided that in the case of a Market Price Option which is granted to a Participant
not holding a salaried office or employment in the Group, such Option Period shall expire
on the fifth anniversary of such Offering Date; and

(ii) in the case of an Incentive Option, during the period commencing after the second
anniversary of the Offering Date and expiring on the tenth anniversary of such Offering
Date, provided that in the case of an Incentive Option which is granted to a Participant not
holding a salaried office or employment in the Group, such Option Period shall expire on
the fifth anniversary of such Offering Date.

9.2 In the event of an Option being exercised in part only, the balance of the Option not thereby
exercised shall continue to be exercisable in accordance with this Share Option Scheme until
such time as it shall lapse in accordance with the Rules of this Share Option Scheme.

9.3 Subject to Rule 9.4, an Option shall, to the extent unexercised, immediately lapse and become
null and void and a Participant shall have no claim against the Company:

(i) 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 Option; or

(ii) in the event of misconduct on the part of the Participant, as determined by the Committee
in its absolute discretion; or

(iii) subject to Rules 9.4 and 9.5, upon the Participant ceasing to be in full-time employment of
the Group, for any reason whatsoever; or

(iv) in the event that the Committee shall, at its sole and absolute discretion, deem it
appropriate that such Option granted to a Participant shall so lapse on the grounds that any
of the objectives of this Share Option Scheme (as set out in Rule 3) have not been met.

For the purpose of Rule 9.3(iii), the Participant shall be deemed to have ceased to be so
employed as of the earlier of the date of the Participants notice of resignation of employment or
the cessation of his employment/appointment with the Group.

9.4 Where a Participant who is an Executive Director ceases to be an Employee of the Group due
to a change in control of the Board, he shall, notwithstanding Rule 9.3, be entitled to exercise in
full all unexercised Options from the last date of employment with the Group until the end of the
relevant Option Period.

9.5 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 fully exercisable by the duly appointed legal
personal representatives of the Participant from the date of his death to the end of the relevant
Option Period and upon the expiry of such period, the Option shall immediately lapse and
become null and void.

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APPENDIX D RULES OF THE CHEWS EMPLOYEE SHARE OPTION SCHEME

10. TAKE-OVER AND WINDING-UP OF THE COMPANY

10.1 Notwithstanding Rule 9 but subject to Rule 10.5, in the event of a take-over being made for the
Shares, a Participant (including Participants holding Options which are then not exercisable
pursuant to the provisions of Rule 9.1) shall be entitled to exercise in full or in part any Option
held by him and as yet unexercised, in the period commencing on the date on which such offer
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:

(i) the expiry of six (6) months thereafter, unless prior to the expiry of such six (6) month
period, at the recommendation of the offeror and with the approvals of the Committee and
the SGX-ST, 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

(ii) 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 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 9 remain exercisable until the expiry of the Option Period relating thereto.

10.2 If under the Act, the court sanctions a compromise or arrangement proposed for the purposes
of, or in connection with, a scheme for the reconstruction of the Company or its amalgamation
with another company or companies, each Participant (including Participants holding Options
which are then not exercisable pursuant to the provisions of Rule 9.1) shall be entitled,
notwithstanding Rule 9 but subject to Rule 10.5, to exercise any Option then held by 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 (but not after the expiry of the
Option period relating thereto), whereupon the Option shall lapse and become null and void.

10.3 If an order is made 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.

10.4 In the event of a members voluntary winding-up (other than amalgamation or reconstruction),
the Participants (including Participants holding Options which are not exercisable pursuant to the
provisions of Rule 9.1) shall be entitled within 30 days of the passing of the resolution of such
winding-up (but not after the expiry of the Option Period relating thereto), to exercise any
unexercised Option, after which period such unexercised Option shall lapse and become null
and void.

10.5 If in connection with the making of a general offer referred to in Rule 10.1 or this Share Option
Scheme referred to in Rule 10.2 or the winding-up referred to in Rule 10.4, arrangements are
made (which are confirmed in writing by the Auditors, acting only as experts and not as

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APPENDIX D RULES OF THE CHEWS EMPLOYEE SHARE OPTION SCHEME

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, as yet not exercised, may not, at the discretion of the
Committee, be permitted to exercise that Option as provided for in this Rule 10.

10.6 To the extent that an Option is not exercised within the periods referred to in this Rule 10, it shall
lapse and become null and void.

11. MANNER OF EXERCISE

11.1 An Option may be exercised during the Option Period, in whole or in part (provided that an
Option may be exercised in part only in respect of 1,000 Shares or any multiples 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), each case being subject to such modifications 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. An Option shall be deemed to be exercised upon the
receipt by the Company of the Exercise Notice duly completed, the relevant documentation
required by the Committee and the aggregate Exercise Price.

11.2 All payments shall be made by cheque, cashiers order, bank draft or postal order made out in
favour of the Company or such other mode of payment as may be acceptable to the Company.

11.3 Subject to:

(i) such consents or other required actions of any competent authority under any regulations
or enactments for the time being in force as may be necessary (including any approvals
required from the SGX-ST); and

(ii) compliance with the Rules of this Share Option Scheme and the Memorandum and Articles
of Association of the Company,

the Company shall have the discretion to determine whether to issue new Shares or to procure
the transfer of existing Shares, or a combination of both methods to the Participant and shall, as
soon as practicable after the exercise of an Option by a Participant but in any event within ten
(10) Market Days after the date of the exercise of the Option in accordance with Rule 11.1, allot
or transfer the relevant Shares and within five (5) Market Days from the date of such allotment
and transfer, dispatch 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.

11.4 The Company shall as soon as practicable after the exercise of an Option, apply to the Sponsor
and/or the SGX-ST and any other stock exchange on which the Shares are quoted or listed for
permission to deal in and for 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 12.

11.5 Shares which are allotted or transferred on the exercise of an Option by a Participant shall be
issued in or transferred to, as the Participant may elect, the name of CDP to the credit of the

D-11
APPENDIX D RULES OF THE CHEWS EMPLOYEE SHARE OPTION SCHEME

securities account of the Participant maintained with CDP, the Participants securities sub-
account with a CDP Depository Agent or the CPF investment account maintained with a CPF
agent bank.

11.6 Shares issued and allotted and existing Shares transferred 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 of
which is prior to the date such Option is exercised.

11.7 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.

11.8 Except as set out in Rule 11.3 and subject to Rule 12, an Option does not confer on a Participant
any right to participate in any new issue of Shares.

12. ALTERATION OF CAPITAL

12.1 If a variation in the issued share capital of the Company (whether by way of rights issue or
capitalisation of profits or reserves, reduction of capital, or subdivision, consolidation or
distribution, or issues for cash or for shares or otherwise than for cash or otherwise howsoever)
should take place, then:

(i) the Exercise Price in respect of the Shares comprised in the Option to the extent
unexercised; and/or

(ii) the class and/or number of Shares comprised in the Option to the extent unexercised and
the rights attached thereto; and/or

(iii) the class and/or number of Shares in respect of which additional Options may be granted
to Participants,

shall, at the option of the Committee, 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. For this purpose, Record Date means the date as at
the close of business on which shareholders must be registered in order to participate in any
dividends, rights, allotments or other distributions (as the case may be).

12.2 Unless the Committee considers an adjustment to be appropriate, the following shall not be
regarded as a circumstance requiring adjustment under the provisions of this Rule 12:

(i) the issue of securities as consideration for an acquisition of any assets or private
placement of securities by the Company; and

(ii) the cancellation of issued Shares purchased or acquired by the Company by way of a
market purchase of such Shares undertaken by the Company on Catalist during the period
when a share purchase mandate granted by shareholders of the Company (including any
renewal of such mandate) is in force.

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APPENDIX D RULES OF THE CHEWS EMPLOYEE SHARE OPTION SCHEME

12.3 Notwithstanding the provisions of Rule 12.1 above:

(a) no such adjustment shall be made if as a result the Participant receives a benefit that a
shareholder does not receive; and

(b) any determination by the Committee as to whether to make any adjustment and if so, the
manner in which such adjustment should be made, must (except in relation to a
capitalisation issue) be confirmed in writing by the Auditors (acting only as experts and not
as arbitrators) to be in their opinion, fair and reasonable.

12.4 Upon any adjustment required to be made, 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 and the maximum entitlement in any one Financial Year. Any adjustment shall take
effect upon such written notification being given.

12.5 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 12.

13. ADMINISTRATION

13.1 This Share Option Scheme 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 Options granted or to be
granted to him.

13.2 The Committee shall have the power, from time to time, to make or vary such regulations (not
being inconsistent with this Share Option Scheme) for the implementation and administration of
this Share Option Scheme as it thinks fit including, but not limited to, imposing restrictions on the
number of Options that may be exercised within particular sections of the relevant Option Period.

13.3 Any decision of the Committee, made pursuant to any provision of this Share Option Scheme
(other than a matter to be certified by the Auditors), shall be final, binding and conclusive
(including any decisions pertaining to quantum of discount applicable to an Incentive Option
pursuant to Rule 8.2 or to disputes as to the interpretation of this Share Option Scheme or any
rule, regulation, or procedure thereunder or as to any rights under this Share Option Scheme).

14. NOTICES AND ANNUAL REPORT

14.1 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.

14.2 Any notice, documents or correspondence given by the Company to a Participant shall be sent
to the Participant by the Committee (or such person(s) as it may from time to time direct) on
behalf of the Company and shall be delivered to him 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.

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APPENDIX D RULES OF THE CHEWS EMPLOYEE SHARE OPTION SCHEME

14.3 The Company shall in relation to this Share Option Scheme, as required by law, the SGX-ST or
other relevant authority, make the following disclosures in its annual report to shareholders:

(i) the names of the members of the Committee;

(ii) in respect of the following Participants:

(a) Directors of the Company;

(b) Controlling Shareholders and their Associates; and

(c) Participants (other than those in paragraphs (a) and (b) above) who have received
5% or more of the total number of Options available under this Share Option Scheme;

the following information:

(aa) the name of the Participant;

(bb) the number of Options granted during the Financial Year under review;

(cc) the aggregate number of Options granted since the commencement of this Share
Option Scheme up to the end of the Financial Year under review;

(dd) the aggregate number of Options exercised since the commencement of this Share
Option Scheme up to the end of the Financial Year under review; and

(ee) the aggregate number of Options outstanding as at the end of the Financial Year
under review;

(iii) the number and proportion of Options granted at a discount during the Financial Year under
review in respect of every 10% range, up to the maximum quantum of discount granted;
and

(iv) such other information as may be required by the Listing Manual or the Act.

An appropriate negative statement will be included in the annual report to the shareholders in the
event the disclosure of any of the abovementioned information is not applicable.

15. MODIFICATIONS TO THIS SHARE OPTION SCHEME

15.1 Any or all of the provisions of this Share Option Scheme may be modified and/or altered at any
time and from time to time by resolution of the Committee except that:

(i) 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 of all the Shares which would fall to be issued and allotted or transferred upon
exercise in full of all outstanding Options;

(ii) the definitions of Controlling Shareholder, Director, Employee, Group,

Participant,Committee, Option Period and Exercise Price and the provisions of Rules

D-14
APPENDIX D RULES OF THE CHEWS EMPLOYEE SHARE OPTION SCHEME

4, 5, 6, 7, 8, 9, 10, 11.1, 11.6, 12, 13 and this Rule shall not be altered or modified to the
advantage of Participants under this Share Option Scheme except with the prior approval
of shareholders at a general meeting; and

(iii) no modification or alteration shall be made without the prior approval of the SGX-ST or (if
required) any other stock exchange on which the Shares are quoted or listed, and such
other regulatory authorities as may be necessary.

For the purposes of Rule 15.1(i), 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.

15.2 Notwithstanding anything to the contrary contained in Rule 15.1, the Committee may at any time
by resolution (and without any other formality save for the prior approval of the SGX-ST) amend
or alter this Share Option Scheme in any way to the extent necessary to cause this Share Option
Scheme to comply with any statutory provision or the provisions or the regulations of any
regulatory or other relevant authority or body (including the SGX-ST).

15.3 Shareholders who are eligible to participate in this Share Option Scheme must abstain from
voting on any resolution relating to the Share Option Scheme (other than a resolution relating to
the participation of, or grant of Options to the Employees).

15.4 Employees who are also Shareholders and are eligible to participate in this Share Option
Scheme must abstain from voting on any resolution relating to the participation of, or grant of
Options to the Employees.

15.5 Written notice of any modification or alteration made in accordance with this Rule shall be given
to all Participants.

16. VESTING

16.1 The Options may, at the discretion of the Committee, be vested partially over a number of years.
The periods over which the Options will vest may exceed any minimum vesting periods
prescribed by any laws, regulations or rules to which this Share Option Scheme may be subject,
including the regulations of any stock exchange on which the Shares may be listed and quoted.
Further, the Shares to be issued and allotted to a Participant pursuant to the exercise of any
Option under this Share Option Scheme may or may not at the discretion of the Committee, be
subject to any retention period.

17. TERMS OF EMPLOYMENT UNAFFECTED

17.1 This Share Option Scheme or any Option shall not form part of any contract of employment
between the Company, or any company within the Group and any Participant and the rights and
obligations of a Participant (who is an Employee or a Director) under the terms of the office or
employment with such company within the Group shall not be affected by his participation in this
Share Option Scheme or any right which he may have to participate in it or any Option which he
may hold and this Share Option Scheme 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.

D-15
APPENDIX D RULES OF THE CHEWS EMPLOYEE SHARE OPTION SCHEME

17.2 This Share Option Scheme shall not confer on any person any legal or equitable rights (other
than those constituting the Options themselves) against the Company or the Group directly or
indirectly or give rise to any cause of action at law or in equity against the Company and/or the
Group.

18. DURATION OF THIS SHARE OPTION SCHEME

18.1 This Share Option Scheme shall continue to be in force at the discretion of the Committee, for
a maximum period of ten (10) Financial Years commencing on the Adoption Date. Subject to
compliance with any applicable laws and regulations in Singapore, this Share Option Scheme
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.

18.2 This Share Option Scheme may be terminated at any time by the Committee or by resolution of
the shareholders at a general meeting subject to all other relevant approvals which may be
required and if this Share Option Scheme is so terminated, no further Options shall be offered
by the Company hereunder.

18.3 The termination, discontinuance or expiry of this Share Option Scheme shall be without
prejudice to the rights accrued to Options which have been granted and accepted as provided
in Rule 7.2, whether such Options have been exercised (whether fully or partially) or not.

19. TAXES

All taxes (including income tax) arising from the exercise of any Option granted to any Participant
under this Share Option Scheme shall be borne by the Participant.

20. COSTS AND EXPENSES OF THIS SHARE OPTION SCHEME

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 CDP Depository Agent or CPF investment account
with a CPF agent bank (collectively, the CDP Charges).

20.2 Save for the taxes referred to in Rule 19 and such costs and expenses expressly provided in this
Share Option Scheme to be payable by the Participants, all fees, costs, and expenses incurred
by the Company in relation to this Share Option Scheme including but not limited to the fees,
costs and expenses relating to the issue and allotment of the Shares pursuant to the exercise
of any Option shall be borne by the Company.

21. 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 this Share Option Scheme including but not limited to the Companys
delay or failure in issuing and allotting the Shares or in applying for or procuring the listing of and
quotation for the Shares on Catalist in accordance with Rule 11.4 (and any other stock
exchanges on which the Shares are quoted or listed).

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APPENDIX D RULES OF THE CHEWS EMPLOYEE SHARE OPTION SCHEME

22. DISPUTES

Any disputes or differences of any nature in connection with this Share Option Scheme shall be
referred to the Committee and its decision shall be final and binding in all respects.

23. 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 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 of Shares
hereto.

24. GOVERNING LAW

This Share Option Scheme shall be governed by and construed in accordance with the laws of
the Republic of Singapore. The Company and the Participants, by accepting the offer of the grant
of Options in accordance with this Share Option Scheme, submit to the exclusive jurisdiction of
the courts of the Republic of Singapore.

25. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT (CHAPTER 53B)

No person other than the Company or a Participant shall have any right to enforce any provision
of the Share Option Scheme or any Option by the virtue of the Contracts (Rights of Third Parties)
Act (Chapter 53B) of Singapore.

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APPENDIX D RULES OF THE CHEWS EMPLOYEE SHARE OPTION SCHEME

SCHEDULE A
CHEWS EMPLOYEE SHARE OPTION SCHEME
LETTER OF OFFER

Serial No:

Date:

To: Name PRIVATE AND CONFIDENTIAL

Designation
Address

Dear Sir/Madam

We are pleased to inform you that you have been nominated by the Committee of the Board of Directors
of Chews Group Limited (the Company) to participate in the Chews Employee Share Option
Scheme (the Scheme). Terms as defined in the Scheme shall have the same meaning when used in
this letter.

Accordingly, an offer is hereby made to grant you an Option, in consideration of the payment of a sum
of S$1.00, to subscribe for and be allotted Shares in the capital of the Company at
the price of S$ per Share. The Option shall be subject to the terms of the Scheme (as the
same may be amended from time to time pursuant to the terms and conditions of the Scheme). A copy
of the Scheme is available for inspection at the business address of the Company.

The Option is personal to you and may not be transferred, charged, assigned, pledged or otherwise
disposed of or encumbered in whole or in part, except with the prior approval of the Committee.

If you wish to accept the offer, 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 forthwith lapse.

Yours faithfully
for and on behalf of
Chews Group Limited

Name:
Designation:

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APPENDIX D RULES OF THE CHEWS EMPLOYEE SHARE OPTION SCHEME

SCHEDULE B
CHEWS EMPLOYEE SHARE OPTION SCHEME
ACCEPTANCE FORM

Serial No:

To: The Committee

Chews Employee Share Option Scheme
c/o The Company Secretary
1 Robinson Road
#17-00 AIA Tower
Singapore 048542

Closing Date and Time for Acceptance of Option:

No. of Shares in respect of which Option is offered:

Exercise Price per Share: S$

Total Amount Payable on acceptance of Option: S$

(exclusive of the relevant CDP charges)

I have read your Letter of Offer dated (the Offering Date) and agree to be bound
by the terms hereof and of the Chews Employee Share Option Scheme stated therein. 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 hereby accept the Option to subscribe for Shares in the capital of Chews Group
Limited (the Shares) at S$ per Share and enclose a *cheque/bankers draft/cashiers
order/postal order no. for S$1.00 being payment for the purchase of the Option.

I understand that I am not obliged to exercise the Option.

I also understand that I shall be responsible for all the fees of CDP relating to or in connection with the
issue and allotment of any Shares 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 or CPF investment account with a CPF agent bank (collectively, the CDP Charges).

I confirm as at the date hereof:

(a) I am not less than 21 years old, not an undischarged bankrupt and have not entered into a
composition with any of my creditors;

(b) I satisfy the eligibility requirements to participate in the Scheme as defined in Rule 4 of the
Scheme; and

(c) I satisfy the other requirements to participate in the Scheme as set out in the Rules of the Scheme.

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APPENDIX D RULES OF THE CHEWS EMPLOYEE SHARE OPTION SCHEME

I hereby acknowledge that you have not made any representation or warranty or given me any
expectation of employment or continued employment to induce me to accept the offer and that the
terms of the Letter of Offer and this Acceptance Form constitute the entire agreement between us
relating to the offer. I agree to keep all information pertaining to the grant of the Option to me
confidential.

PLEASE PRINT IN BLOCK LETTERS

Name in Full:

Designation:

Address:

Nationality:

*NRIC/Passport No.:

Signature:

Date:

* Delete where inapplicable

Notes:
1. Option must be accepted in full or in multiples of 1,000 Shares.
2. The Acceptance Form must be forwarded to the Company Secretary in an envelope marked Private and Confidential.
3. The Participant shall be informed by the Company of the relevant CDP charges payable at the time of the exercise of an
Option.

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APPENDIX D RULES OF THE CHEWS EMPLOYEE SHARE OPTION SCHEME

SCHEDULE C
CHEWS EMPLOYEE SHARE OPTION SCHEME
EXERCISE NOTICE

To: The Committee

Chews Employee Share Option Scheme
c/o The Company Secretary
1 Robinson Road
#17-00 AIA Tower
Singapore 048542

Total Number of Shares

at S$ per Share under an Option

granted on (the Offering Date):

Number of Shares previously issued and allotted thereunder:

Outstanding balance of Shares which may be issued and allotted thereunder:

Number of Shares now to be subscribed (in multiples of 1,000):

1. Pursuant to your Letter of Offer dated and my acceptance thereof, I hereby

exercise the Option to subscribe for Shares in Chews Group Limited (the Company) at
S$ per Share.

2. I hereby request the Company to allot and issue to me the number of Shares specified in
paragraph 1 in the name of The Central Depository (Pte) Limited (CDP) to the credit of my
Securities Account with a CDP/*Securities Sub-Account with a CDP Depository Agent/* CPF
investment account with a CPF agent bank specified below and to deliver the share certificates
relating thereto to CDP at my own risk. I further agree to bear such fees or other charges as may
be imposed by CDP/CPF (the CDP charges) and any stamp duties in respect thereof:

*(a) Direct Securities Account Number:

*(b) Securities Sub-Account Number:

Name of CDP Depository Agent:

*(c) CPF Investment Account Number:

Name of CPF agent bank:

3. I enclose a *cheque/cashiers order/bank draft/postal order no. for

S$ in payment for the subscription of S$ for the total number of the said Shares and
the applicable CDP charges.

4. I agree to subscribe for the Shares subject to the terms of the Letter of Offer, the Chews Share
Option Scheme (as the same may be amended pursuant to the terms thereof from time to time)
and the Memorandum and Articles of Association of the Company.

5. I declare that I am subscribing for the Shares for myself and not as a nominee for any other
person.

* Delete where inapplicable

D-21
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 APPENDIX E TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE

You are invited to apply and subscribe for the Placement Shares at the Placement Price for each
Placement Share subject to the following terms and conditions:

1. YOUR APPLICATION MUST BE MADE IN LOTS OF 1,000 PLACEMENT SHARES OR

INTEGRAL MULTIPLES THEREOF. YOUR APPLICATION FOR ANY OTHER NUMBER OF
SHARES WILL BE REJECTED.

2. Your application for the Placement Shares may only be made by way of the Application Forms.

YOU MAY NOT USE CPF FUNDS TO APPLY FOR THE PLACEMENT SHARES.

3. You are allowed to submit only one application in your own name for the Placement
Shares.

If you, being other than an approved nominee company, have submitted an application for
Placement Shares in your own name, you should not submit any other application for
Placement Shares for any other person. Such separate applications shall be deemed to be
multiple applications and may be rejected at the discretion of our Company, the Manager,
Sponsor and Sub-Placement Agent, and the 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, the Manager,
Sponsor and Sub-Placement Agent, and the Placement Agent.

4. We will not accept applications from any person under the age of 18 years, undischarged
bankrupts, sole proprietorships, partnerships, or non-corporate bodies, joint Securities Account
holders of CDP and from applicants whose addresses (as furnished in their Application Forms)
bear post office box numbers. No person acting or purporting to act on behalf of a deceased
person is allowed to apply under the Securities Account with CDP in the deceaseds 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 persons
acting as 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 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

E-1
 APPENDIX E TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE

Securities Account number in Section B of the Application Form, your application is liable to be
rejected. Subject to paragraph 8 below, your application shall be rejected if your particulars such
as name, NRIC/passport number, nationality, permanent residence status and CDP Securities
Account number provided in your Application Form differ from those particulars in your Securities
Account as maintained with CDP. If you possess more than one individual direct Securities
Account with CDP, your application shall be rejected.

8. If your address as stated in the Application Form is different from the address registered
with CDP, you must inform CDP of your updated address promptly, failing which the
notification letter on successful allotment and other correspondence from CDP will be sent
to your address last registered with CDP.

9. Our Company reserves the right to reject any application which does not conform strictly
with 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 further reserves the right to treat as valid any applications not completed or
submitted or effected in all respects in accordance with the instructions set out in the
Application Forms or the terms and conditions of this Offer Document, and also to present
for payment or other processes all remittances at any time after receipt and to have full
access to all information relating to, or deriving from, such remittances or the processing
thereof.

11. Our Company reserves the right to reject or to accept, in whole or in part, any application, without
assigning any reason therefor, and no enquiry and/or correspondence on the decision of our
Company will be entertained. In deciding the basis of allotment and/or allocation which shall be
at the discretion of our Company, due consideration will be given to the desirability of allotting
and/or allocating the Placement Shares to a reasonable number of applicants with a view to
establishing an adequate market for the Shares.

12. Share certificates will be registered in the name of CDP and will be forwarded only to CDP. It is
expected that CDP will send to you, at your own risk, within 15 Market Days after the close of the
Application List, a statement of account stating that your Securities Account has been credited
with the number of Placement Shares allotted to you, if your application is successful. This will be
the only acknowledgement of application monies received and is not an acknowledgement by our
Company. You irrevocably authorise CDP to complete and sign on your behalf, as transferee or
renouncee, any instrument of transfer and/or other documents required for the issue or transfer
of the Placement Shares allotted and/or allocated to you.

13. In the event that our Company lodges a supplementary or replacement Offer Document
(Relevant Document) pursuant to the SFA or any applicable legislation in force from time to
time prior to the close of the Placement, and the Placement Shares have not been issued and/or
sold, we will (as required by law), at our Companys sole and absolute discretion and subject to
the SFA, either:

(i) within two (2) days (excluding any Saturday, Sunday or public holiday) from the date of
lodgement of the Relevant Document, give you notice in writing of how to obtain, or arrange
to receive, a copy of the Relevant Document and provide you with an option to withdraw your
application and take all reasonable steps to make available within a reasonable period the

E-2
 APPENDIX E TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE

Relevant Document to applicants who have indicated that they wish to obtain, or have
arranged to receive, a copy of the Relevant Document;

(ii) 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

(iii) deem your application as withdrawn and cancelled and refund your application monies
(without interest or any share of revenue or other benefit arising therefrom at your own risk)
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 paragraphs 13(i) and 13(ii) 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 or 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 and/or sold but trading has not commenced, we will
(as required by law), and subject to the SFA, either:

(iv) within two (2) days (excluding any Saturday, Sunday or public holiday) from the date of
lodgement of the Relevant Document, give you notice in writing of how to obtain, or arrange
to receive, a copy of the Relevant Document and provide you with an option to return to our
Company the Placement Shares which they do not wish to retain title in, and take all
reasonable steps to make available within a reasonable period the Relevant Document to
applicants who have indicated that they wish to obtain, or have arranged to receive, a copy
of the Relevant Document;

(v) 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

(vi) 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 at your own risk) to you within
seven (7) days from the lodgement of the Relevant Document.

Any applicant who wishes to exercise his option under paragraphs 13(iv) and 13(v) above to
return the Placement Shares issued and/or sold to him shall, within 14 days from the date of
lodgement of the Relevant Document, notify us of this and return all documents, if any, purporting
to be evidence of title of those Placement Shares, whereupon we 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 and/or allocated to you pursuant to your application, to us, the
Manager, Sponsor and Sub-Placement Agent, the Placement Agent and, any other parties so
authorised by the foregoing persons.

E-3
 APPENDIX E TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE

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).

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 and/or purchase the number of
Placement Shares specified in your application (or such smaller number for which the
application is accepted) at the Placement Price for each Placement Share and agree that
you will accept such Placement Shares as may be allotted and/or allocated to you, in each
case on the terms of, and 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;

(iii) 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 in determining whether
to accept your application and/or whether to allot and/or allocate any Placement Shares to
you; and

(iv) agree and warrant that, if the laws of any jurisdictions outside Singapore are applicable to
your application, you have complied with all such laws and none of our Company, the
Manager, Sponsor and Sub-Placement Agent and/or the 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 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 Award Shares and the Option Shares on the Catalist;

(ii) the Management Agreement and the Placement Agreement referred to in the section entitled
General and Statutory Information Management and Placement Arrangements of this
Offer Document have become unconditional and have not been terminated or cancelled; 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 and/or allocated.

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) in the case where 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 our Company
shall refund (at your own risk) all monies paid on account of your application for the
Placement Shares (without interest or any share of revenue or other benefit arising
therefrom) to you within 14 days from the date of the Stop Order; or

E-4
 APPENDIX E TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE

(ii) in the case where the Placement Shares have already been issued and/or sold but trading
has not commenced, the issue of the Placement Shares shall (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. we will refund the application monies (without interest or any share of revenue or other
benefit arising therefrom) to you within 14 days from the date of 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 during the time when
the interim Stop Order is in force.

20. The Authority is not able to serve a Stop Order in respect of the Placement Shares if the
Placement Shares have been issued and listed for quotation on a securities exchange and trading
in the Placement Shares 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 and/or allocate 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 agent on
behalf of the Authority.

24. Additional terms and conditions for applications by way of Application Forms are set out on pages
E-5 to E-8 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, those set
out in Appendix E Terms, Conditions and Procedures for Application and Acceptance of this Offer
Document as well as the Memorandum and Articles of Association of our Company.

1. Your application for the Placement Shares must be made using the BLUE Application Forms for
Placement Shares, accompanying and forming part of this Offer Document. ONLY ONE
APPLICATION should be enclosed in each envelope.

We draw your attention to the detailed instructions contained in the Application Forms and this
Offer Document for the completion of the Application Forms which must be carefully followed. Our
Company reserves the right to reject applications which do not conform strictly with the
instructions set out in the Application Forms and this Offer Document or to the terms and

E-5
 APPENDIX E TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE

conditions of this Offer Document or which are illegible, incomplete, incorrectly completed
or which are accompanied by improperly drawn remittances or improper form of
remittances.

2. Your Application Forms must be completed in English. Please type or write clearly in ink using
BLOCK LETTERS.

3. All spaces in the Application Forms, except those under the heading FOR OFFICIAL USE
ONLY, must be completed and the words NOT APPLICABLE or N.A. should be written in any
space that is not applicable.

4. Individuals, corporations, approved nominee companies and trustees must give their names in
full. If you are an individual, you must make your application using your full names as it appears
in your identity cards (if you have such identification document) or in your passports and, in the
case of a corporation, in your full name as registered with a competent authority. If you are a
non-individual, you must complete the Application Form under the hand of an official who must
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. Our Company reserves the right to require
you to produce documentary proof of identification for verification purposes.

5. (a) You must complete Sections A and B and sign on page 1 of the Application Form.

(b) You are required to delete either paragraph 7(a) or 7(b) on page 1 of the Application Form.
Where paragraph 7(a) is deleted, you must also complete Section C of the Application Form
with particulars of the beneficial owner(s).

(c) If you fail to make the required declaration in paragraph 7(a) or 7(b), as the case may be,
on page 1 of the Application Form, your application is liable to be rejected.

6. You (whether you are an individual or corporate applicant, whether incorporated or

unincorporated and wherever incorporated or constituted) will be required to declare whether you
are a citizen or permanent resident of Singapore or a corporation in which citizens or permanent
residents of Singapore or any body corporate constituted under any statute of Singapore having
an interest in the aggregate of more than 50 per cent. of the issued share capital of or interests
in such corporations. If you are an approved nominee company, you are required to declare
whether the beneficial owner of the Shares is a citizen or permanent resident of Singapore or a
corporation, whether incorporated or unincorporated and wherever incorporated or constituted, in
which citizens or permanent residents of Singapore or any body corporate whether incorporated
or unincorporated and wherever incorporated or constituted under any statute of Singapore have
an interest in the aggregate of more than 50 per cent. of the issued share capital of or interests
in such corporation.

7. Your application must be accompanied by a remittance in Singapore currency for the full amount
payable, in respect of the number of Placement Shares applied for, in the form of a BANKERS
DRAFT or CASHIERS ORDER drawn in Singapore currency on a bank in Singapore, and made
out in favour of CHEWS SHARE ISSUE ACCOUNT crossed A/C PAYEE ONLY, with your
name, CDP Securities Account Number and address written clearly on the reverse side.

E-6
 APPENDIX E TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE

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 our Company or the Manager, Sponsor and Sub-Placement Agent or the
Placement Agent for applications and application monies received.

8. 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 Chews Group Limited c/o Tricor Barbinder Share Registration Services, 8 Cross
Street, #11-00, PWC Building, Singapore 048424 to arrive by 12.00 noon on 24 February 2011
or such other time as our Company may, in consultation with the Manager, Sponsor and
Sub-Placement Agent, and the Placement Agent, in their absolute discretion decide,
subject to any limitations under all applicable laws and regulations. Local Urgent Mail or
Registered Post must NOT be used. ONLY ONE APPLICATION should be enclosed in each
envelope. No acknowledgment or receipt will be issued for any application or remittance received.

9. 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 five (5) Market
Days of the termination of the Placement. In the event that the Placement is cancelled by us
following the issuance of a Stop Order by the Authority, 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.

10. Capitalised terms used in the Application Forms and defined in this Offer Document shall bear the
meanings assigned to them in this Offer Document.

11. You irrevocably agree and acknowledge that your application is subject to risks of fires, acts of
God and other events beyond the control of our Company, our Directors, the Manager, Sponsor
and Sub-Placement Agent, the Placement Agent and/or any other party involved in the
Placement, and if, in any such event, our Company, the Manager, Sponsor and Sub-Placement
Agent and/or Placement Agent does not receive your Application Form, you shall have no claim
whatsoever against our Company, the Manager, Sponsor and Sub-Placement Agent, the
Placement Agent and/or any other party involved in the Placement for the Placement Shares
applied for or for any compensation, loss or damage.

12. 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 24 February 2011 or such other time
or date as our Directors may, in consultation with the Manager, Sponsor and Sub-Placement
Agent and the Placement Agent, decide and by completing and delivering the Application
Form, you agree that:

E-7
 APPENDIX E TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE

(a) your application is irrevocable; and

(b) your remittance will be honoured on first presentation and that any application monies
returnable may be held pending clearance of your payment without interest or any
share of revenue or other benefit arising therefrom;

(ii) neither our Company, the Manager, Sponsor and Sub-Placement Agent, the Placement
Agent nor any other party involved in the Placement shall be liable for any delays, failures
or inaccuracies in the recording, 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 11 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, the Manager, Sponsor and Sub-Placement Agent,
the Placement Agent or any other person involved in the Placement shall have any liability
for any information not so contained;

(vii) you consent to the disclosure of your name, NRIC/passport number, address, nationality,
permanent resident status, CDP Securities Account number, and share application amount
to our Share Registrar, CDP, SCCS, SGX-ST, our Company, the Manager, Sponsor and
Sub-Placement Agent, the Placement Agent or other authorised operators; 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 and/or allocated to you in respect of your application. In the
event that our Company decides to allot and/or allocate any smaller number of Placement
Shares or not to allot and/or allocate any Placement Shares to you, you agree to accept such
decision as final.

E-8
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This page has been intentionally left blank.
 CORPORATE PROFILE AWARDS AND CERTIFICATIONS

We are one of the leading producers of fresh eggs in Singapore, specialising in the production and sale of
AWARD/CERTIFICATE AWARDED BY
Designer Eggs, which contain specific value-added nutrients. We are also engaged in the production and sale of
liquid eggs as well as the trading of spent grains. Over the years, we have built a strong presence and brand- ISO 9001:2008 Guardian Independent Certification Ltd
name in developing high quality, wholesome and safe eggs for consumers in Singapore. HACCP Guardian Independent Certification Ltd

Healthier Food Declaration Singapore Health Promotion Board

MAIN BUSINESS SEGMENTS QUALITY MANAGEMENT
Halal Certificate MUIS

Flu Pandemic Business Continuity Programme Singapore Business Federation (Apex Business Chamber)
We implement strict quality control measures at every stage of our layer farm
operations. Some of our quality control measures include: Singapore Quality Eggs Scheme AVA
implementation of the Closed-housed System, an enclosed system with high levels of 2011 Singapore Brand Award Singapore Evergreen Intl Edu Group Pte Ltd
biosecurity, built-in ventilation and strict entrance control which allows for the easy maintenance
of a more hygienic environment, whilst ensuring that the layers are isolated from other animals
such as rodents and wild birds which may be predators or disease carriers. The feed and water
given to the layers are also less likely to be contaminated by pollution and viruses as a result;

purchases of parent stock must conform to the specific requirements set by the AVA and
the suppliers farm must be AVA-accredited, and be free from any outbreak of avian influenza and
certain diseases for the last six (6) months prior to purchase;

regular vaccination and blood tests conducted on the chickens to ensure that they are healthy
and free from diseases such as salmonella pullorum;

disinfection of vehicles and people entering our layer farm and restriction of access; and
PRODUCTION AND SALE OF DESIGNER EGGS AND
GENERIC EGGS prohibition of animals, foreign poultry or foreign poultry products from entering our
Our principal business activity is the production and premises.
sale of Designer Eggs and generic eggs under our
Chews brand-name. Designer Eggs are eggs which To-date, we have not breached any laws or government regulations or been
contain specific value-added nutrients that meet the ordered by any government authority or body to pay any fines with respect to our
nutritional guidelines set by the Singapore Health layer farm operations or to close down any part of our operations.
Promotion Board as Healthier Choice products and are
also approved by the AVA.
PROSPECTS BUSINESS STRATEGIES AND FUTURE PLANS
PRODUCTION AND SALE OF LIQUID EGGS
We produce pure liquid eggs with no additional Continuing growth of local population (24% growth over past decade) as CONTINUOUS IMPROVEMENT AND UPGRADE OF FACILITIES, MACHINERY
ingredients via a pasteurisation process in a sanitised well as increase in tourists arrivals (totalling 11.6 million in the year 2010 AND EQUIPMENT TO ENHANCE OPERATIONAL AND COST EFFICIENCY
environment. We supply liquid eggs to our industrial representing approximately 20.2% year-on-year increase) will result in greater
customers in the food and beverage industry. consumption of eggs by consumers. Completed the first phase of the upgrading project which involved 11 layer sheds
Continuing economic growth, increasing affluence and increasing health and one (1) grower shed and the acquisition of a new egg grader.
COMPETITIVE STRENGTHS consciousness among the Singapore populace will increase the demand for Second phase of the upgrading project commenced in July 2010 and the entire
TRADING OF SPENT GRAINS
premium eggs such as our Designer Eggs. upgrading project is expected to be completed before the beginning of 2013.
We purchase spent grains via a tender process and
The long term objective of the Singapore government is to encourage the local Intend to utilise approximately S$1.8 million of the net proceeds raised pursuant
trade those not used by our own feed mill. STRONG TRACK RECORD AND ESTABLISHED BRAND-NAME IN THE INDUSTRY
egg producers to increase their egg production to meet 30% of the local egg to the Placement for the second phase of the upgrading project.
More than 90 corporate customers including NTUC and Dairy Farm Group.
Awarded the Healthier Choice logo in 2001. consumption from the current 23%. Policy and funding support from the
Singapore government will help increase the market share of local egg farms. ENHANCE PRODUCT DEVELOPMENT CAPABILITIES AND EXPAND THE
FINANCIAL HIGHLIGHTS The first layer farm in Singapore to be awarded the accreditation of ISO 9001:2000 (subsequently
RANGE OF FOOD PRODUCTS
certified ISO 9001:2008 under the new ISO criteria in 2009) and HACCP certification in 2003. Increasing awareness of the benefits of liquid eggs as an alternative to
19,207
shell eggs will lead to an increase in demand for liquid eggs.
Revenue (S$000)
16,845 Continuously expand the range of products.
4%
8% WIDEST RANGE OF PREMIUM EGGS IN SINGAPORE
14,472 3% Commenced the sale of Sakura kampong chickens in August 2010.
3% Currently has nine (9) main categories of Designer Eggs. Designer Eggs contain additional Vitamin
4%
E, have total fat content of less than 10% and feature 30% lower cholesterol level as compared to Obtained approval from the AVA on 27 December 2010 to conduct a one (1) year
96% 93% 89% the usual 426mg per 100grams of edible egg. pilot project on planting Sakura papaya trees using the Sakura lactobacillus
planting technology within the premises of the layer farm.
2008 2009 2010 HIGHLY AUTOMATED AND INTEGRATED PROCESSING SYSTEM AND CONSTANTLY KEEP
ABREAST OF NEW TECHNOLOGY EXPANSION OF CUSTOMER BASE
YEAR ENDED 30 SEPTEMBER
Designer Eggs and Generic Eggs Liquid Eggs Trading of spent grains Increases production efficiency and ensures the consistency and high quality of products.
Commenced first phase of the upgrading of farm buildings and equipment in February 2008. Continue with the expansion of customer base by primarily penetrating the food
Profit before income tax (S$ 000) and
Profit before income tax margin (%) 19.2% The upgrading project is expected to be completed before the beginning of 2013. and beverage industry.
Intend to increase marketing activities in relation to our Designer Eggs.
18.3%
LESS SUSCEPTIBLE TO PRICING OR MARGIN PRESSURES AND NOT MATERIALLY
15.6% DEPENDENT ON ANY SINGLE CUSTOMER STRENGTHEN BRAND RECOGNITION THROUGH BRAND MANAGEMENT
Less susceptible to pricing or margin pressures as the Designer Eggs are produced under the AND MARKETING STRATEGIES
2,642 2,628 3,689 Chews brand-name.
Reduced dependency on egg wholesalers through selling directly to customers, such as the Intend to strengthen the Chews brand-name through (i) product development,
2008 2009 2010 hypermarkets and supermarkets. innovation and quality; and (ii) branding and marketing strategies, which include
YEAR ENDED 30 SEPTEMBER Not materially dependent on any single customer which leads to more stable demand. brand management and positioning, advertising and promotional activities,
Net profit after tax (S$ 000) and 15.9% packaging design as well as participation in more trade fairs and exhibitions.
Net profit after tax margin (%) CONTINUALLY SEEK TO INNOVATE AND INCREASE THE VARIETY OF PRODUCTS
12.7% Designer Eggs has increased from the original three (3) main categories in 2001 to nine (9) main EXPANSION OF BUSINESS THROUGH ACQUISITIONS, JOINT VENTURES OR
10.2% categories currently. STRATEGIC ALLIANCES
Began supplying liquid eggs to industrial customers in the food and beverage industry in September
1,469 2,131 3,053 2008. Consider expanding through acquisitions, joint ventures or strategic alliances.
Strengthen market position, expand network of customers as well as expand into
2008 2009 2010 HALAL CERTIFICATION BY MUIS complementary new businesses.
YEAR ENDED 30 SEPTEMBER Certified by MUIS as having met the requirements for Halal fresh eggs since 2008.
Provides us with a competitive advantage in the Muslim community.
 CHEWS GROUP LIMITED
(Company Registration No. 201020806C)
(Incorporated in Singapore on 30 September 2010)
Placement of 12,790,000 Placement Shares
at S$0.25 for each Placement Share,
payable in full on application
OFFER DOCUMENT DATED 16 FEBRUARY 2011
(Registered by the Singapore Exchange Securities Trading Limited (the SGX-ST)
CHEWS GROUP LIMITED
acting as agent on behalf of the Monetary Authority of Singapore (the Authority)
on 16 February 2011)
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 16 February 2011. The registration of this Offer Document by the
SGX-ST on behalf of the Authority does not imply that the Securities and Futures
Act (Chapter 289) of Singapore, or any other legal or regulatory requirements, or
requirements under the SGX-STs listing rules, have been complied with.
This document is important. If you are in any doubt as to the action you
should take, you should consult your legal, financial, tax or other professional
adviser(s).
PrimePartners Corporate Finance Pte. Ltd. (the Sponsor) has made an
application to the SGX-ST for permission to deal in, and for quotation of, all
the ordinary shares (the Shares) in the capital of Chews Group Limited
(the Company) already issued, the new Shares which are the subject of
this Placement (the Placement Shares) and the new Shares which may be
issued pursuant to the Chews Performance Share Plan (the Award Shares)
or upon the exercise of the options granted or to be granted under the
Chews Employee Share Option Scheme (the Option Shares) to be listed
for quotation on Catalist. The Sponsor has submitted this Offer Document to
the SGX-ST. 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 our existing issued Shares, the Placement
Manager, Sponsor and Sub-Placement Agent
PrimePartners Corporate Finance Pte. Ltd.
(Company Registration No.: 200207389D)
(Incorporated in the Republic of Singapore)
20 Murai Farmway
Singapore 709153
Tel: +65 6793 7678
Fax: +65 6795 7033
Email: chewsegg@singnet.com.sg
Shares, the Award 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 SGX-ST Main Board. In
particular, companies may list on Catalist without a track record of profitability and
there is no assurance that there will be a liquid market in the shares or units of
shares traded on Catalist. You should be aware of the risks of investing in such
companies and should make the decision to invest only after careful consideration
and, if appropriate, consultation with your professional adviser(s).
Neither the Authority nor the SGX-ST has examined or approved the contents
of this Offer Document. Neither the Authority nor the SGX-ST assumes any
responsibility for the contents of this Offer Document, including the correctness
of any of the statements or opinions made or reports contained in this Offer
Document. The SGX-ST does not normally review the application for admission
but relies on the Sponsor confirming that the Company is suitable to be listed and
complies with the Catalist Rules (as defined herein). Neither the Authority nor the
SGX-ST has in any way considered the merits of the Shares or units of Shares
being offered for investment.
We have not lodged this Offer Document in any other jurisdiction.
Investing in our Shares involves risks which are described in the section
entitled RISK FACTORS of this Offer Document.
After the expiration of six (6) months from the date of registration of this
Offer Document, no person shall make an offer of securities, or allot, issue
or sell any securities, on the basis of this Offer Document; and no officer or
equivalent person or promoter of the Company will authorise or permit the
offer of any securities or the allotment, issue or sale of any securities, on the
basis of this Offer Document.
Placement Agent
Asiasons WFG Securities Pte Ltd
(Company Registration No.: 200300646M)
(Incorporated in the Republic of Singapore)